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 1934            | 
|           | For the quarterly period
          ended June 30, 2007    | 
|           | OR                                                        | 
|           | TRANSITION REPORT PURSUANT
        TO SECTION 13 OR 15(d) | 
|           | OF THE SECURITIES EXCHANGE
        ACT OF 1934            | 

For the transition period from ________ to ________Commission File Number 001-14789GENTEK INC.(Exact name of registrant as specified in its charter)

|Delaware                                                                 |  | 02-0505547                                       
|------------------------------------------------------------------------ |  | -------------------------------------------------
|(State
          of other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification
          Number)
|                                                                        
|90 East Halsey Road                                                      |  |                                                  
|Parsippany, New Jersey                                                   |  | 07054                                            
|(Address of principal
          executive offices)                       |  | (Zip Code)                                       

(973) 515-3221(Registrants telephone number, including area code)

|Indicate by check mark whether the registrant
        (1) has filed all reports required to be filed by Section 13 or 15(d)
        of the Securities Exchange Act of 1934 during the preceding 12 months
        (or for such shorter period that the registrant was required to file
        such reports), and (2) has been subject to such filing requirements for
    the past 90 days.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Yes X     No                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                            
|Indicate by check mark whether the registrant
        is a large accelerated filer, an accelerated filer, or a non-accelerated
        filer. See definition of accelerated filer and large accelerated
    filer in Rule 12b-2 of the Exchange Act. (Check One):                                                                                                                         
|Large Accelerated Filer           Accelerated
          FilerXNon-accelerated
    filer                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                            
|Indicate by check mark whether
        the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
    Act).                                                                                                                                                                                                                                                                
|Yes      No X                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                            
|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.                                                                                                                
|Yes X     No                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                            
|The number of outstanding shares of the Registrants
    Common Stock as of July 31, 2007 was 10,710,301.                                                                                                                                                                                                                                                                                   







---



GENTEK INC.FORM 10-QQUARTERLY PERIOD ENDED JUNE 30, 2007INDEX

|                                                                                     |  |                                                             |  | Page No.
|------------------------------------------------------------------------------------ |  | ----------------------------------------------------------- |  | --------
|PART I. FINANCIAL INFORMATION:                                                       |  |                                                            
|                                                                                     |  |                                                            
|Item 1.                                                                              |  | Financial Statements                                        |  |         
|                                                                                     |  |                                                             |  |         
|Condensed Consolidated Statements of Operations  Three and Six Months               |  |                                                            
|Ended June 30, 2007 and 2006                                                         |  | 1                                                          
|                                                                                     |  |                                                            
|Condensed Consolidated Balance Sheets  June 30, 2007 and                            |  |                                                            
|December 31, 2006 (as Restated)                                                      |  | 2                                                          
|                                                                                     |  |                                                            
|Condensed Consolidated Statements of Cash Flows Six Months                          |  |                                                            
|Ended
 June 30, 2007 and 2006 (as Restated)                                          |  | 3-4                                                        
|                                                                                     |  |                                                            
|Condensed Consolidated Statement of Changes in Equity  Year ended December 31, 2006 |  |                                                            
|(as
 Restated) and Six Months Ended June 30, 2007                                    |  | 5                                                          
|                                                                                     |  |                                                            
|Notes to the Condensed Consolidated Financial Statements                             |  | 6-15                                                       
|                                                                                     |  |                                                            
|Item 2.                                                                              |  | Managements Discussion and Analysis of Financial           |  |         
|                                                                                     |  | Condition and Results of Operations                         |  | 16-22   
|                                                                                     |  |                                                             |  |         
|Item 3.                                                                              |  | Quantitative and Qualitative Disclosures About Market Risk  |  | 22      
|                                                                                     |  |                                                             |  |         
|Item 4.                                                                              |  | Controls and Procedures                                     |  | 22-23   
|                                                                                     |  |                                                             |  |         
|PART II. OTHER INFORMATION:                                                          |  |                                                            
|                                                                                     |  |                                                            
|Item 1.                                                                              |  | Legal Proceedings                                           |  | 24      
|                                                                                     |  |                                                             |  |         
|Item 1A.                                                                             |  | Risk Factors                                                |  | 24      
|                                                                                     |  |                                                             |  |         
|Item 2.                                                                              |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 24      
|                                                                                     |  |                                                             |  |         
|Item 3.                                                                              |  | Defaults Upon Senior Securities                             |  | 24      
|                                                                                     |  |                                                             |  |         
|Item 4.                                                                              |  | Submission of Matters to a Vote of Security Holders         |  | 24-25   
|                                                                                     |  |                                                             |  |         
|Item 5.                                                                              |  | Other Information                                           |  | 25      
|                                                                                     |  |                                                             |  |         
|Item 6.                                                                              |  | Exhibits                                                    |  | 25-28   
|                                                                                     |  |                                                             |  |         
|SIGNATURES                                                                           |  | 29                                                         

---



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

|                                                               |  | Three Months
          Ended |         | Six Months
          Ended
|-------------------------------------------------------------- |  | ---------------------------- | ------- | --------------------------
|                                                               |  | June
          30,           |         | June
          30,        
|                                                               |  | 2007                         |         | 2006                      
|Net revenues                                                   |  | $                            | 159,459 |                           
|Cost of sales                                                  |  |                              | 131,529 |                           
|Selling, general and administrative
        expense            |  |                              | 13,260  |                           
|Restructuring and impairment
        charges                   |  |                              | 1,587   |                           
|Pension curtailment and settlement
        gains               |  |                              | (140    | )                         
|Operating
        profit                                       |  |                              | 13,223  |                           
|Interest expense                                               |  |                              | 5,546   |                           
|Interest income                                                |  |                              | 39      |                           
|Other (income) expense, net                                    |  |                              | (224    | )                         
|Income
        from continuing operations before               |  |                              |         |                           
|income
        taxes                                           |  |                              | 7,940   |                           
|Income tax provision                                           |  |                              | 3,260   |                           
|Income
        from continuing operations                      |  |                              | 4,680   |                           
|Income (loss) from discontinued
        operations (net of tax |  |                              |         |                           
|(benefit)
        of $(218), $ (717), $(1,323) and $(2,099),   |  |                              |         |                           
|respectively)                                                  |  |                              | 365     |                           
|Net
        income                                             |  | $                            | 5,045   |                           
|                                                              
|Income per common share  basic:                               |  |                              |         |                           
|Income from continuing operations                              |  | $                            | 0.45    |                           
|Income (loss) from discontinued
        operations             |  |                              | 0.04    |                           
|Net
        income                                             |  | $                            | 0.49    |                           
|                                                              
|Income per common share  assuming
        dilution:           |  |                              |         |                           
|Income from continuing operations                              |  | $                            | 0.40    |                           
|Income (loss) from discontinued
        operations             |  |                              | 0.03    |                           
|Net
        income                                             |  | $                            | 0.43    |                           

See the accompanying notes to the condensed consolidated financial statements.

-1-

---



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

|                                                                             |  | June 30, |         | December
          31,
|---------------------------------------------------------------------------- |  | -------- | ------- | ----------------------
|                                                                             |  | 2007     |         | 2006                  
|                                                                             |  |          |         |                       
|                                                                             |  |          |         |                       
|ASSETS                                                                       |  |          |         |                       
|Current assets:                                                              |  |          |         |                       
|Cash and
        cash equivalents                                            |  | $        | 5,682   |                       
|Receivables,
        net                                                     |  |          | 95,557  |                       
|Inventories                                                                  |  |          | 54,292  |                       
|Deferred
        income taxes                                                |  |          | 31,921  |                       
|Assets
        held for sale                                                 |  |          | 19,133  |                       
|Other current
        assets                                                 |  |          | 7,081   |                       
|Total
        current assets                                                 |  |          | 213,666 |                       
|Property, plant and equipment,
        net                                   |  |          | 222,453 |                       
|Goodwill                                                                     |  |          | 142,563 |                       
|Intangible assets, net                                                       |  |          | 53,364  |                       
|Other assets                                                                 |  |          | 8,059   |                       
|Total
        assets                                                         |  | $        | 640,105 |                       
|                                                                            
|LIABILITIES AND EQUITY                                                       |  |          |         |                       
|Current liabilities:                                                         |  |          |         |                       
|Accounts
        payable                                                     |  | $        | 45,107  |                       
|Accrued
        liabilities                                                  |  |          | 55,399  |                       
|Current
        portion of long-term debt                                    |  |          | 3,821   |                       
|Liabilities
        of businesses held for sale                              |  |          | 1,958   |                       
|Total
        current liabilities                                            |  |          | 106,285 |                       
|Long-term debt                                                               |  |          | 277,408 |                       
|Pension and postretirement
        obligations                               |  |          | 71,227  |                       
|Other liabilities                                                            |  |          | 71,757  |                       
|Total
        liabilities                                                    |  |          | 526,677 |                       
|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:  |  |          |         |                       
|10,629,408
        and 10,359,716 shares at June 30, 2007 and December 31,   |  |          |         |                       
|2006,
        respectively                                                   |  |          | 86,843  |                       
|Warrants                                                                     |  |          | 8,298   |                       
|Accumulated
        other comprehensive income                               |  |          | 16,047  |                       
|Retained
        earnings (deficit)                                          |  |          | 2,907   |                       
|Treasury
        stock, at cost: 23,502 and 12,198 shares at June 30,        |  |          |         |                       
|2007
        and December 31, 2006, respectively                             |  |          | (667    | )                     
|Total
        equity                                                         |  |          | 113,428 |                       
|Total
        liabilities and equity                                         |  | $        | 640,105 |                       

See the accompanying notes to the condensed consolidated financial statements.

-2-

---



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

|                                                                    |  | Six Months
          Ended
|------------------------------------------------------------------- |  | --------------------------
|                                                                    |  | June
          30,        
|                                                                    |  | 2007                      
|                                                                    |  |                           
|                                                                    |  |                           
|Cash flows from operating
        activities:                       |  |                           
|Net income                                                          |  | $                         
|Adjustments
        to reconcile net income to net cash provided by |  |                           
|operating
        activities:                                       |  |                           
|Discontinued
        operations                                     |  |                           
|Pension
        curtailment gains                                   |  |                           
|Depreciation
        and amortization                               |  |                           
|Asset
        impairment charge                                     |  |                           
|Net
        loss on disposition of long-term assets                 |  |                           
|Long-term
        incentive plan costs                              |  |                           
|Excess
        tax benefit from stock option exercises              |  |                           
|Increase
        in receivables                                     |  |                           
|Increase
        in inventories                                     |  |                           
|Increase
        in deferred tax assets                             |  |                           
|Increase
        in accounts payable                                |  |                           
|Increase
        in accrued liabilities                             |  |                           
|Change
        in other liabilities and assets, net                 |  |                           
|Net
        cash provided by continuing operations                  |  |                           
|Net
        cash used for discontinued operations                   |  |                           
|Net
        cash provided by operating activities                   |  |                           
|Cash flows from investing
        activities:                       |  |                           
|Capital
        expenditures                                        |  |                           
|Proceeds
        from sales of long-term assets                     |  |                           
|Proceeds
        from short-term investments                        |  |                           
|Acquisition
        of businesses, net of cash acquired*            |  |                           
|Net
        cash used for continuing operations                     |  |                           
|Net
        cash provided by discontinued operations                |  |                           
|Net
        cash provided by investing activities                   |  |                           
|Cash flows from financing
        activities:                       |  |                           
|Proceeds
    from revolving credit facility                         |  |                           
|Repayment
        of revolving credit facility                      |  |                           
|Issuance
        of long-term debt                                  |  |                           
|Repayment
        of long-term debt                                 |  |                           
|Deferred financing
    costs                                        |  |                           
|Dividends                                                           |  |                           
|Exercise
        of stock options and warrants                      |  |                           
|Excess
        tax benefits from stock option exercises             |  |                           
|Acquisition
        of treasury stock                               |  |                           
|Net
        cash used for continuing operations                     |  |                           
|Net
        cash used for discontinued operations                   |  |                           
|Net
        cash used for financing activities                      |  |                           
|Effect of exchange rate changes
        on cash                     |  |                           
|Increase (decrease) in cash
        and cash equivalents            |  |                           
|Cash and cash equivalents
        at beginning of period            |  |                           
|Cash and cash equivalents
        at end of period                  |  | $                         



-3-

---



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

|Supplemental information:                                |  |   |        |   |  |   |       
|-------------------------------------------------------- |  | - | ------ | - |  | - | ------
|Cash paid
        for income taxes                       |  | $ | 674    |   |  | $ | 2,379 
|Cash paid
        for interest                           |  | $ | 13,831 |   |  | $ | 15,539
|Capital
        expenditures incurred but not yet paid   |  | $ | 2,347  |   |  | $ | 1,539 
|                                                        
|*Acqusition of businesses,
        net of cash acquired: |  |   |        |   |  |   |       
|Working
        capital, other than cash                 |  | $ | (215   | ) |  | $ | --    
|Property,
        plant and equipment                    |  |   | (87    | ) |  |   | --    
|Other assets                                             |  |   | (2,901 | ) |  |   | --    
|Total
        cash used to acquire businesses            |  | $ | (3,203 | ) |  | $ | --    

See the accompanying notes to the condensed consolidated financial statements.

-4-

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GENTEK INC.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the Year Ended December 31, 2006 (as Restated  See Note 13)and the Six Months Ended June 30, 2007(In thousands)(unaudited)

|                                                               |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  | Accumulated |        |          |  |   |         |   |  | 
|-------------------------------------------------------------- |  | - | ------ |  | ------ | ---- | ------------ |  | -------- | ----- | ----- |  | -------- | ------------------------- | - | ------------- | - | -------- | - |  | ----------- | ------ | -------- |  | - | ------- | - |  | 
|                                                               |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  | Other       |        | Retained |  |   |         |  
|                                                               |  |   |        |  | Common |      | Unearned     |  |          |       |       |  | Treasury |                           |   | Comprehensive |   | Earnings |   |  |             |       
|                                                               |  |   |        |  | Stock  |      | Compensation |  | Warrants |       | Stock |  |          | Income
            (Loss) |   | (Deficit)     |   | Total   
|                                                              
|                                                               |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|Balance at January
        1, 2006                             |  | $ | 81,395 |  | $      | (859 | )            |  | $        | 8,361 |       |  | $        | (86                       | ) |               | $ | (3,861   | ) |  | $           | 425    |          |  | $ | 85,375  |  
|Components
        of comprehensive income:                    |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|Net
        loss                                               |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | (2,103 | )        |  |   | (2,103  | )
|Minimum
        pension liability adjustment (net              |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|of
        tax of $2,494) (as RestatedSee Note 13)            |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | 3,811    |   |  |             | --     |          |  |   | 3,811   |  
|Foreign
        currency translation adjustments               |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|(net
        of tax of $59)                                    |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | 92       |   |  |             | --     |          |  |   | 92      |  
|Change
        in unrealized gain on derivative                |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|instruments
        (net of tax of $157)                       |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | 239      |   |  |             | --     |          |  |   | 239     |  
|Comprehensive
        income (as RestatedSee Note 13)         |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   | 2,039   |  
|Adjustment
        to initially apply FASB                     |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|Statement
        No. 158 (net of tax of                       |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|$1,198) (as RestatedSee Note 13)                              |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | 8,269    |   |  |             | --     |          |  |   | 8,269   |  
|Long-term
        incentive plan, net                          |  |   | 1,243  |  |        | 859  |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | --     |          |  |   | 2,102   |  
|Exercise
        of warrants                                   |  |   | 48     |  |        | --   |              |  |          | (6    | )     |  |          | --                        |   |               |   | --       |   |  |             | --     |          |  |   | 42      |  
|Exercise
        of stock options                              |  |   | 830    |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | --     |          |  |   | 830     |  
|Acquisition
        of treasury stock                          |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | (178                      | ) |               |   | --       |   |  |             | --     |          |  |   | (178    | )
|Balance at December
        31, 2006 (as RestatedSee Note 13) |  |   | 83,516 |  |        | --   |              |  |          | 8,355 |       |  |          | (264                      | ) |               |   | 8,550    |   |  |             | (1,678 | )        |  |   | 98,479  |  
|Cumulative
        effect of change in accounting for          |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|uncertain
        tax positions                                |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | 2,801  |          |  |   | 2,801   |  
|Components
        of comprehensive income:                    |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|Net
        income                                             |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | 1,784  |          |  |   | 1,784   |  
|Pension
        liability adjustment (net of tax of            |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|$4,765)                                                        |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | 7,283    |   |  |             | --     |          |  |   | 7,283   |  
|Foreign
        currency translation adjustments               |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|(net
        of tax of $(163))                                 |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | (252     | ) |  |             | --     |          |  |   | (252    | )
|Change
        in unrealized gain on derivative                |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   |         |  
|instruments
        (net of tax of $306)                       |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | 466      |   |  |             | --     |          |  |   | 466     |  
|Comprehensive
        income                                   |  |   |        |  |        |      |              |  |          |       |       |  |          |                           |   |               |   |          |   |  |             |        |          |  |   | 9,281   |  
|Long-term
        incentive plan, net                          |  |   | 2,632  |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | --     |          |  |   | 2,632   |  
|Exercise
        of stock options                              |  |   | 638    |  |        | --   |              |  |          | --    |       |  |          | --                        |   |               |   | --       |   |  |             | --     |          |  |   | 638     |  
|Acquisition
        of treasury stock                          |  |   | --     |  |        | --   |              |  |          | --    |       |  |          | (403                      | ) |               |   | --       |   |  |             | --     |          |  |   | (403    | )
|Exercise
        of warrants                                   |  |   | 57     |  |        | --   |              |  |          | (57   | )     |  |          | --                        |   |               |   | --       |   |  |             | --     |          |  |   | --      |  
|Balance at June
        30, 2007                               |  | $ | 86,843 |  | $      | --   |              |  | $        | 8,298 |       |  | $        | (667                      | ) |               | $ | 16,047   |   |  | $           | 2,907  |          |  | $ | 113,428 |  

See the accompanying notes to the condensed consolidated financial statements.

-5-

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

Note 1  Basis of Presentation

The accompanying unaudited
condensed consolidated financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 2007 are not indicative of
the results that may be expected for the year ending December 31, 2007. These
condensed statements should be read in conjunction with the financial statements and the
notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.

On April 27, 2007, the Company signed an agreement to sell its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc.  Accordingly, this business has been classified as
discontinued operations. See Note Number 11.

Note 2  Summary of Significant Accounting Policies

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

The Company and its affiliates are subject to tax in various jurisdictions, including the United States, various states, Canada and several other foreign jurisdictions.  The Company, joined by
its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for tax years before 2002. The Company recognizes
interest and penalties related to uncertain tax positions as a component of the provision for income taxes. As of January 1, 2007, the Company had $1,683 accrued for interest and penalties. There were no significant changes to any of these
amounts during the six months ended June 30, 2007. During the next twelve months, it is reasonably possible that the total amount of unrecognized tax benefits will significantly change by up to approximately $8,000 due to the expiration of
statute of limitations or the settlement of examinations.

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

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

Included in selling, general and administrative expense for the six months ended June 30, 2007 is a gain of $736 for a settlement related to prior insurance costs.

Note 3  Comprehensive Income

Total comprehensive income is comprised of net income, 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, 2007 and
    2006 was $10,038 and $5,591, respectively. Total comprehensive income for the six months ended June 30, 2007 and 2006 was $9,281 and
$10,011, respectively.

-6-

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

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 |  | Six
          Months Ended
|---------------------------------------------- |  | ---------------------------- |  | --------------------------
|                                               |  | June
          30,           |  | June
          30,        
|                                               |  | 2007                         |  | 2006                      
|Basic earnings
        per common share:       |  |                              |  |                           
|Weighted
        average common shares         |  |                              |  |                           
|outstanding                                    |  | 10,297,827                   |  | 10,097,038                
|Diluted earnings
        per common share:     |  |                              |  |                           
|Weighted
        average common shares         |  |                              |  |                           
|outstanding                                    |  | 10,297,827                   |  | 10,097,038                
|Warrants,
        options and restricted stock |  | 1,358,347                    |  | 799,862                   
|Total                                          |  | 11,656,174                   |  | 10,896,900                

For the three months ended June 30, 2007 and 2006, potentially dilutive securities totaling 189,058 and 118,282, 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, 2007 and 2006, potentially diluted securities totaling 94,529 and 1,546,102, respectively, were not included in the computation of diluted earnings per common share
due to their antidilutive effect.

Note 5  Inventories

|                        |  | June 30, |        | December 31,
|----------------------- |  | -------- | ------ | ------------
|                        |  | 2007     |        | 2006        
|Raw materials           |  | $        | 27,117 |             
|Work in process         |  |          | 7,976  |             
|Finished products       |  |          | 17,901 |             
|Supplies and containers |  |          | 1,298  |             
|                        |  | $        | 54,292 |             

Note 6  Long-Term Debt

|                                                   |  |            |  | June 30, |         | December 31,
|-------------------------------------------------- |  | ---------- |  | -------- | ------- | ------------
|                                                   |  | Maturities |  | 2007     |         | 2006        
|Revolving credit
        facility  floating rates |  | 2010       |  | $        | 11,500  |             
|First lien term
        loans  floating rates     |  | 2011       |  |          | 267,813 |             
|Second lien term
        loan  floating rates     |  | 2012       |  |          | --      |             
|Other debt  various
        rates                 |  | 2007-2018  |  |          | 1,916   |             
|Total
        debt                                 |  |            |  |          | 281,229 |             

-7-

---



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

|Less: current portion |  |   | 3,821   |  |   | 4,612  
|--------------------- |  | - | ------- |  | - | -------
|Net long-term debt    |  | $ | 277,408 |  | $ | 340,687

As of June 30, 2007, the weighted-average interest rates in effect for the first lien term loan and the revolving credit facility were 7.35 percent and 8.66 percent, respectively.

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

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 in interest expense of $3,572 for certain costs related
     to the amendment and to write-off certain deferred funding costs.

Note 7  Stock Incentive Plans

During the  first six
months of 2007, the Company granted the following awards:

|                                           |  |                |  |                                | Weighted Average Exercise
|------------------------------------------ |  | -------------- |  | ------------------------------ | -------------------------
|                                           |  | Options/Shares |  | Price/Grant-Date
        Value
|Stock
        options                      |  | 63,104         |  |                                | $35.08                   
|Restricted
        stock                   |  | 43,000         |  |                                | $35.03                   
|Performance based
        restricted stock |  | 163,400        |  |                                | $35.08                   

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.

|Dividend yield                             |  | -     |  
|------------------------------------------ |  | ----- | -
|Expected volatility                        |  | 19    | %
|Risk-free interest
        rate            |  | 4.79  | %
|Expected holding
        period (in years) |  | 4     |  
|Weighted average
        fair value        |  | $8.39 |  

Compensation cost recorded for stock-based compensation under the long-term incentive plan was $1,242 and $424 for the three months ended June 30, 2007 and 2006, respectively, and
$1,781 and $734 for the six months ended June 30, 2007 and 2006, respectively.

As of June 30, 2007, there was $6,439 of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 2.8 years. The remaining unrecognized
compensation cost for performance based restricted stock may vary each reporting period based on changes in the expected achievement of performance measures.

Note 8  Segment Information

|                      |  | Three
    Months Ended |        | Six
    Months Ended
|--------------------- |  | ---------------------- | ------ | --------------------
|                      |  | June
    30,           |        | June
    30,        
|                      |  | 2007                   |        | 2006                
|Net Revenues          |  |                        |        |                     
|Manufacturing         |  | $                      | 60,803 |                     
|Performance chemicals |  |                        | 98,656 |                     

-8-

---



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

|Consolidated                                |  | $                      | 159,459 |                      |  | $    | 148,372 |      |  | $            | 314,388 |                        |  | $ | 286,961 |  
|------------------------------------------- |  | ---------------------- | ------- | -------------------- |  | ---- | ------- | ---- |  | ------------ | ------- | ---------------------- |  | - | ------- | -
|                                           
|                                            |  | Three
    Months Ended |         | Six
    Months Ended
|                                            |  | June
    30,           |         | June
    30,        
|                                            |  | 2007                   |         | 2006                 |  | 2007 |         | 2006
|Operating
            Profit                |  |                        |         |                      |  |      |         |      |  |              |         |                        |  |   |         |  
|Manufacturing                               |  | $                      | 1,194   |                      |  | $    | 6,044   |      |  | $            | 5,347   |                        |  | $ | 11,010  |  
|Performance chemicals                       |  |                        | 12,459  |                      |  |      | 11,296  |      |  |              | 23,224  |                        |  |   | 21,183  |  
|Corporate                                   |  |                        | (430    | )                    |  |      | (1,402  | )    |  |              | (1,316  | )                      |  |   | (3,111  | )
|Consolidated                                |  |                        | 13,223  |                      |  |      | 15,938  |      |  |              | 27,255  |                        |  |   | 29,082  |  
|Interest expense                            |  |                        | 5,546   |                      |  |      | 9,840   |      |  |              | 12,348  |                        |  |   | 16,593  |  
|Other (income), net                         |  |                        | (263    | )                    |  |      | (36     | )    |  |              | (577    | )                      |  |   | (96     | )
|Consolidated income
        from continuing |  |                        |         |                      |  |      |         |      |  |              |         |                        |  |   |         |  
|operations
        before income taxes      |  | $                      | 7,940   |                      |  | $    | 6,134   |      |  | $            | 15,484  |                        |  | $ | 12,585  |  
|                                           
|                                            |  | Three
    Months Ended |         | Six
    Months Ended
|                                            |  | June
    30,           |         | June
    30,        
|                                            |  | 2007                   |         | 2006                 |  | 2007 |         | 2006
|Capital Expenditures                        |  |                        |         |                      |  |      |         |      |  |              |         |                        |  |   |         |  
|Manufacturing                               |  | $                      | 1,559   |                      |  | $    | 1,149   |      |  | $            | 2,900   |                        |  | $ | 2,023   |  
|Performance chemicals                       |  |                        | 5,021   |                      |  |      | 3,648   |      |  |              | 11,447  |                        |  |   | 6,863   |  
|Corporate                                   |  |                        | 22      |                      |  |      | -       |      |  |              | 141     |                        |  |   | -       |  
|Consolidated                                |  | $                      | 6,602   |                      |  | $    | 4,797   |      |  | $            | 14,488  |                        |  | $ | 8,886   |  
|                                           
|                                            |  | Three
    Months Ended |         | Six
    Months Ended
|                                            |  | June
    30,           |         | June
    30,        
|                                            |  | 2007                   |         | 2006                 |  | 2007 |         | 2006
|Depreciation
            and Amortization   |  |                        |         |                      |  |      |         |      |  |              |         |                        |  |   |         |  
|Manufacturing                               |  | $                      | 3,709   |                      |  | $    | 3,260   |      |  | $            | 7,440   |                        |  | $ | 6,494   |  
|Performance chemicals                       |  |                        | 5,248   |                      |  |      | 4,511   |      |  |              | 9,935   |                        |  |   | 8,927   |  
|Corporate                                   |  |                        | 369     |                      |  |      | 404     |      |  |              | 763     |                        |  |   | 874     |  
|Consolidated                                |  | $                      | 9,326   |                      |  | $    | 8,175   |      |  | $            | 18,138  |                        |  | $ | 16,295  |  
|                                           
|                                            |  |                        |         |                      |  |      |         |      |  | June
    30, |         | December
          31,
|                                            |  |                        |         |                      |  |      |         |      |  | 2007         |         | 2006                  
|Identifiable
            Assets             |  |                        |         |                      |  |      |         |      |  |              |         |                        |  |   |         |  
|Manufacturing                               |  |                        |         |                      |  |      |         |      |  | $            | 296,568 |                        |  | $ | 290,368 |  
|Performance chemicals(1)                    |  |                        |         |                      |  |      |         |      |  |              | 307,806 |                        |  |   | 289,978 |  
|Corporate                                   |  |                        |         |                      |  |      |         |      |  |              | 16,598  |                        |  |   | 13,566  |  
|Assets held for
        sale                |  |                        |         |                      |  |      |         |      |  |              | 19,133  |                        |  |   | 136,294 |  
|Consolidated                                |  |                        |         |                      |  |      |         |      |  | $            | 640,105 |                        |  | $ | 730,206 |  

(1)Includes equity method investments of $367 and $288, respectively.

Note 9  Restructuring and Impairment Charges

During 2007, the Company initiated actions to close its Perrysburg, Ohio facility, which is included in its manufacturing segment.  During 2006, the Company initiated actions to close its
Newark, New Jersey sulfuric acid production facility and its Cleveland, Ohio aluminum sulfate production facility, both of which

-9-

---



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

are included in the performance chemicals segment. The Company expects to substantially complete implementation of these restructuring actions by the end of 2007. Restructuring actions initiated in prior years have been
substantially completed.  The following tables summarize the Companys expected costs and accruals for these restructuring actions:

|                                                       |  |               |       |           |  | Performance |        |       |  |   |    |  |  
|------------------------------------------------------ |  | ------------- | ----- | --------- |  | ----------- | ------ | ----- |  | - | -- |  | -
|                                                       |  | Manufacturing |       | Chemicals |  | Corporate   |        | Total
|Employee
            Termination Costs                 |  |               |       |           |  |             |        |       |  |   |    |  |  
|Costs incurred
        in prior periods                |  | $             | --    |           |  | $           | 390    |       |  | $ | -- |  | $
|Costs incurred
        in current period               |  |               | 186   |           |  |             | 208    |       |  |   | -- |  |  
|Costs anticipated
        to be incurred in the future |  |               | 157   |           |  |             | --     |       |  |   | -- |  |  
|Total costs expected
        to be incurred            |  | $             | 343   |           |  | $           | 598    |       |  | $ | -- |  | $
|                                                      
|Accrual balance
        at December 31, 2006           |  | $             | --    |           |  | $           | 390    |       |  | $ | -- |  | $
|Provisions                                             |  |               | 186   |           |  |             | 208    |       |  |   | -- |  |  
|Amounts paid                                           |  |               | (176  | )         |  |             | (482   | )     |  |   | -- |  |  
|Accrual balance
        at June 30, 2007               |  | $             | 10    |           |  | $           | 116    |       |  | $ | -- |  | $
|                                                      
|                                                       |  |               |       |           |  | Performance |        |       |  |   |    |  |  
|                                                       |  | Manufacturing |       | Chemicals |  | Corporate   |        | Total
|Facility
            Exit Costs                        |  |               |       |           |  |             |        |       |  |   |    |  |  
|Costs incurred
        in prior periods                |  | $             | --    |           |  | $           | 212    |       |  | $ | -- |  | $
|Costs incurred
        in current period               |  |               | 954   |           |  |             | 1,520  |       |  |   | -- |  |  
|Costs anticipated
        to be incurred in the future |  |               | 277   |           |  |             | 6      |       |  |   | -- |  |  
|Total costs expected
        to be incurred            |  | $             | 1,231 |           |  | $           | 1,738  |       |  | $ | -- |  | $
|                                                      
|Accrual balance
        at December 31, 2006           |  | $             | --    |           |  | $           | 212    |       |  | $ | -- |  | $
|Provisions                                             |  |               | 954   |           |  |             | 1,520  |       |  |   | -- |  |  
|Amounts paid                                           |  |               | (954  | )         |  |             | (1,732 | )     |  |   | -- |  |  
|Accrual balance
        at June 30, 2007               |  | $             | --    |           |  | $           | --     |       |  | $ | -- |  | $

Note 10  Pension and Other Postretirement Benefits

|                                           |  | Three
    Months Ended |        | Six
    Months Ended
|------------------------------------------ |  | ---------------------- | ------ | --------------------
|                                           |  | June
    30,           |        | June
    30,        
|                                           |  | 2007                   |        | 2006                
|Pension Benefits                           |  |                        |        |                     
|Service cost                               |  | $                      | 285    |                     
|Interest cost                              |  |                        | 3,375  |                     
|Expected return
        on plan assets     |  |                        | (3,816 | )                   
|Amortization of
        net:               |  |                        |        |                     
|Prior
        service cost                 |  |                        | 31     |                     
|Loss                                       |  |                        | 23     |                     
|Net periodic benefit
        cost (income) |  | $                      | (102   | )                   

-10-

---



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

|                                          |  | Three
    Months Ended |        | Six
    Months Ended
|----------------------------------------- |  | ---------------------- | ------ | --------------------
|                                          |  | June
    30,           |        | June
    30,        
|                                          |  | 2007                   |        | 2006                
|Other Postretirement
            Benefits |  |                        |        |                     
|Service cost                              |  | $                      | 304    |                     
|Interest cost                             |  |                        | 684    |                     
|Expected return
        on plan assets    |  |                        | --     |                     
|Amortization of
        net:              |  |                        |        |                     
|Prior
        service cost (credit)       |  |                        | (1,208 | )                   
|Loss                                      |  |                        | 60     |                     
|Net periodic benefit
        (income)     |  | $                      | (160   | )                   

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

During the second quarter 2007, the Company adopted plan amendments that froze pension plan benefit accruals for hourly employees covered by certain collective bargaining agreements, resulting
in curtailment gains of $140.

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.

During the second quarter
of 2007, the Company implemented plan amendments to one of its postretirement
medical plans which cap the Companys cost for providing these benefits.
The effect  of these changes was a reduction to the accumulated postretirement
benefit obligation of $7,247 which will be amortized as a component of net
periodic postretirement benefit cost over the average remaining service period
until full eligibility  of active plan participants.

Note 11  Discontinued Operations

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

On December 22, 2006, the Company announced that it had signed a definitive agreement to sell its Noma wire and cable assembly business to Electrical Components International, Inc. for
$75,000, plus a working capital adjustment of $1,033. The transaction was completed on February 16, 2007. Accordingly, in the fourth quarter of 2006, the Company recorded an impairment charge of $11,907 in order to reflect the net assets
to be sold at net realizable value, which has been included in income (loss) from discontinued operations, related to property, plant and equipment, goodwill and other intangible assets. This business was formerly reported as part of the
manufacturing segment. GenTeks wire and cable manufacturing business has and will continue to supply the Noma wire and cable assembly business with wire used as a raw material. These sales are expected to continue through 2007, after which
time any future sales will be subject to open

-11-

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

market bidding. The principal factors used to conclude that the expected continuing cash flows are not direct cash flows were the length of time the transactions are expected to continue and the magnitude of the expected
transactions versus the expected amount of revenue for the Noma wire and cable assembly business. Based on these and other factors, the expected continuing cash flows are not expected to be significant.  Revenues between the wire and cable
manufacturing business and the Noma wire and cable assembly business that were previously eliminated in consolidation were $0 and $10,575 for the three months ended June 30, 2007 and 2006, respectively, and $3,007 and $18,843 for the
six months ended June 30, 2007 and 2006, respectively.

Because the net proceeds of the Noma wire and cable assembly business sale are required to be used to repay certain outstanding indebtedness, interest expense of $0 and $1,335 for the
three months ending June 30, 2007 and 2006, respectively, and $677 and $2,630 for the six months ended June 30, 2007 and 2006, respectively, has been allocated to discontinued operations. This allocation was performed using the estimated net
proceeds of the sale and the interest costs incurred in the periods on the debt that requires the repayment.

On April 27, 2007, the Company signed an agreement to sell its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc. to Ashok Leyland of Chennai, India for $17,000 in
cash, plus a working capital adjustment. During the first quarter of 2007, the Company recorded an impairment charge of $6,150 to reflect the revised estimated fair value of goodwill of the business based upon the purchase offers which has been
included in income (loss) from discontinued operations.  The transaction was completed on July 17, 2007. The business was formerly reported as part of the manufacturing segment.

The components of assets held for sale were as follows:

|                                      |  | June 30, |        | December 31,
|------------------------------------- |  | -------- | ------ | ------------
|                                      |  | 2007     |        | 2006        
|Accounts receivable                   |  | $        | 3,045  |             
|Inventories                           |  |          | --     |             
|Other current assets                  |  |          | 341    |             
|Property, plant
        and equipment |  |          | 9,111  |             
|Other assets                          |  |          | 6,636  |             
|                                      |  | $        | 19,133 |             

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

|                                          |  | 2007 |       | 2006
|----------------------------------------- |  | ---- | ----- | ----
|Accounts payable                          |  | $    | 138   |     
|Accrued liabilities                       |  |      | 957   |     
|Current portion
        of long-term debt |  |      | --    |     
|Long-term debt                            |  |      | --    |     
|Other liabilities                         |  |      | 863   |     
|                                          |  | $    | 1,958 |     

The businesses
included in discontinued operations had revenues of $2,906 and $85,638 and
pretax income of $147 and $520 for the three months ended June 30, 2007
 and 2006, respectively, and revenues of $39,611 and $206,327 and a pretax
 loss of $8,631 and $1,866 for the six months ended June 30, 2007 and
 2006, respectively.

-12-

---



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

Note 12  Acquisitions

On February 6, 2007, the Company acquired the assets of Chalum, Inc. for approximately $3,200. The acquisition included the manufacturing facility in Sacaton, Arizona. Chalum produces
aluminum sulfate for the greater Phoenix, Arizona municipal water treatment market. As a result of the acquisition of Chalum, the Company recognized $2,901 of goodwill, all of which is expected to be deductible for tax purposes. The goodwill is
the result of synergies and cost reductions expected to be realized as the facility is assimilated into the Companys network of water treatment chemical production facilities.

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

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

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

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

|                              |  | Three
    Months Ended |         | Six
    Months Ended
|----------------------------- |  | ---------------------- | ------- | --------------------
|                              |  | June
    30,           |         | June
    30,        
|                              |  | 2007                   |         | 2006                
|                             
|Net revenues                  |  | $                      | 159,459 |                     
|Net income                    |  |                        | 5,045   |                     
|Net income per
        share: |  |                        |         |                     
|Basic                         |  | $                      | 0.49    |                     
|Diluted                       |  |                        | 0.43    |                     

-13-

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

Note 13  Restatements

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

The transition adjustment classified as the adjustment to initially apply FASB Statement No. 158 was incorrectly included as part of comprehensive income in the consolidated statement of changes in equity for the year ended December 31, 2006 rather than reflected as an adjustment to the ending balance of accumulated other comprehensive income as of December 31, 2006.

The adjustment to initially
apply FASB Statement No. 158 incorrectly included a portion of the minimum pension
liability adjustment, which is recognized as part of comprehensive income. This
immaterial error resulted in an understatement of comprehensive income as the
minimum pension liability adjustment was understated by $3,379 and the adjustment
to initially apply FASB Statement No. 158 was overstated by the same amount in
the consolidated statement of changes in equity for the year ended December 31,
2006.

The Company incorrectly
included the portion of the transition adjustment related to previously unrecognized
accumulated actuarial gains due to the impact of the federal subsidy provided
under the Medicare Prescription Drug, Improvement and Modernization Act of 2003
in calculating the deferred tax impact of the transition adjustment to the accumulated
projected benefit obligation for other postretirement benefits. However, no deferred
taxes should have been recorded related to this portion of the transition adjustment
as the federal subsidy is non-taxable. As a result of this immaterial error,
the adjustment to initially apply FASB Statement No. 158 to accumulated other
comprehensive income was understated by $2,546 and the net deferred tax balance
included in other long term liabilities was overstated by the same amount at
December 31, 2006. The Company will correct these errors in their next
Form 10-K filing.

During
      the second quarter of 2007, management determined the condensed
    consolidated statements of cash flows as reported for the six months ended
    June 30, 2006, contained a classification error in the treatment of costs
    of property, plant and equipment included in accounts payable. In accordance
    with SFAS No. 95, Statement of Cash Flows, these costs should have
    been reported within cash flows from investing activities when paid. The
    Company reported capital expenditures in its condensed consolidated statements
    of cash flows on an accrual basis rather than on a cash basis, and as a result,
    reported capital expenditures in the period in which the Company acquired
    legal title to the related property, plant and equipment rather than when
    the Company actually paid for such property, plant and equipment. Further,
    the unpaid portion of the transaction should have been disclosed as a non-cash
    investing activity in the supplemental disclosure of cash flow information.
    In addition, the condensed consolidated statement of cash flows as reported
    for the six months ended June 30, 2006 reported deferred financing
    costs paid within repayment of long term debt, as opposed to being reported
    separately.

None of the aforementioned errors have an impact on the previously reported consolidated statements of operations for the year ended December 31, 2006 or the three and six months ended June 30, 2006.

As a result of the items
discussed above, the accompanying condensed consolidated balance sheet as of
December 31, 2006, the condensed consolidated statement of changes in equity
for the year ended December 31, 2006 and the condensed consolidated statement
of cash flows for the six months ended June 30, 2006 have been restated as follows:

-14-

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

|                                                                                            |  |   |               |   |  |   |            |   |  |   | Discontinued Operations |   |  |   |             |  
|------------------------------------------------------------------------------------------- |  | - | ------------- | - |  | - | ---------- | - |  | - | ----------------------- | - |  | - | ----------- | -
|                                                                                            |  |   | As Previously |   |  |   |            |   |  |   | Adjustments             |   |  |   |             |  
|                                                                                            |  |   | Reported      |   |  |   | Adjustment |   |  |   | (See Note 11)           |   |  |   | As Restated |  
|Condensed consolidated balance
        sheetDecember
        31, 2006:                     |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Other liabilities                                                                           |  | $ | 72,910        |   |  | $ | (2,546     | ) |  | $ | (1,010                  | ) |  | $ | 69,354      |  
|Total liabilities                                                                           |  |   | 634,273       |   |  |   | (2,546     | ) |  |   |                        |   |  |   | 631,727     |  
|Accumulated
        other comprehensive                                                     |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|income                                                                                      |  |   | 6,004         |   |  |   | 2,546      |   |  |   |                        |   |  |   | 8,550       |  
|Total equity                                                                                |  |   | 95,933        |   |  |   | 2,546      |   |  |   |                        |   |  |   | 98,479      |  
|Condensed consolidated statement
        of changes in equityYear ended December 31, 2006: |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Minimum pension
        liability                                                           |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|adjustment                                                                                  |  |   | 432           |   |  |   | 3,379      |   |  |   |                        |   |  |   | 3,811       |  
|Comprehensive
        income                                                                |  |   | 7,762         |   |  |   | (5,723     | ) |  |   |                        |   |  |   | 2,039       |  
|Adjustment
        to initially apply FASB Statement No. 158                                |  |   | 9,102         |   |  |   | (833       | ) |  |   |                        |   |  |   | 8,269       |  
|Accumulated
        other comprehensive                                                     |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|income                                                                                      |  |   | 6,004         |   |  |   | 2,546      |   |  |   |                        |   |  |   | 8,550       |  
|Condensed
    consolidated statement of cash flowssix months ended June 30, 2006:          |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Cash
    flows from operating activities:                                                   |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Increase
    in accounts payable                                                            |  |   | 8,389         |   |  |   | 1,137      |   |  |   | (2,545                  | ) |  |   | 6,981       |  
|Net
    cash provided by continuing operations                                              |  |   | (5,709        | ) |  |   | 1,137      |   |  |   | 18,272                  |   |  |   | 13,700      |  
|Net
    cash provided by operating activities                                               |  |   | 2,571         |   |  |   | 1,137      |   |  |   | (708                    | ) |  |   | 3,000       |  
|Cash
    flows from investing activities:                                                   |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Capital
    expenditures                                                                    |  |   | (8,620        | ) |  |   | (1,137     | ) |  |   | 871                     |   |  |   | (8,886      | )
|Net
    cash used for continuing operations                                                 |  |   | (4,144        | ) |  |   | (1,137     | ) |  |   | (1,053                  | ) |  |   | (6,334      | )
|Net
    cash provided by investing activities                                               |  |   | 23,870        |   |  |   | (1,137     | ) |  |   |                        |   |  |   | 22,733      |  
|Cash flows from financing activities:                                                       |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Repayment of long-term debt                                                                 |  |   | (25,097       | ) |  |   | 396        |   |  |   | 1,525                   |   |  |   | (23,176     | )
|Deferred financing costs                                                                    |  |   |              |   |  |   | (396       | ) |  |   |                        |   |  |   | (396        | )
|                                                                                            |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Supplemental
    information                                                                |  |   |               |   |  |   |            |   |  |   |                         |   |  |   |             |  
|Capital
    expenditures incurred but not yet paid                                          |  |   |              |   |  |   | 1,539      |   |  |   |                        |   |  |   | 1,539       |  



-15-

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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, 2006.

Overview

On July 17, 2007, the Company completed the sale of its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc. The net proceeds from the transaction were used to repay
outstanding debt. On February 16, 2007, the Company completed the sale of its Noma wire and cable harness assembly business. The net proceeds from the transaction were also used to repay outstanding debt.  During April 2006, the Company completed
the sale of its cable and wire manufacturing business in Stouffville, Canada. Proceeds from the transaction were used to repay $22 million of the Companys second lien term loan. Accordingly, these businesses have been classified as
discontinued operations.

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

Results of Operations

The following table sets forth certain line items from our Consolidated Statements of Operations for the three and six months ended June 30, 2007 and 2006 and the corresponding percentage of
net revenues for the relevant periods presented as a percentage of revenue for the periods indicated.

|                                     |  | Three
    Months Ended    |       | Six
    Months Ended     
|------------------------------------ |  | ------------------------- | ----- | -------------------------
|                                     |  | June
    30,              |       | June
    30,             
|                                     |  | 2007                      |       | 2006                     
|                                     |  | (Dollars
    in millions) |       | (Dollars
    in millions)
|Net revenues                         |  | $                         | 159.5 |                          
|Cost of sales                        |  |                           | 131.5 |                          
|Selling, general
        and         |  |                           |       |                          
|administrative
        expense       |  |                           | 13.3  |                          
|Restructuring and
        impairment |  |                           |       |                          
|charges                              |  |                           | 1.6   |                          
|Pension curtailment
        and      |  |                           |       |                          
|settlement gains                     |  |                           | (0.1  | )                        
|Operating
        profit             |  |                           | 13.2  |                          
|Interest expense                     |  |                           | 5.5   |                          
|Interest income                      |  |                           | --    |                          
|Other (income)
        expense, net  |  |                           | (0.2  | )                        
|Income tax provision                 |  |                           | 3.3   |                          
|Income
        from continuing       |  |                           |       |                          
|operations                           |  |                           | 4.7   |                          
|Income
        (loss) from           |  |                           |       |                          
|discontinued
        operations      |  |                           | 0.4   |                          
|Net
        income                   |  | $                         | 5.0   |                          

-16-

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Three Months Ended June 30, 2007 Compared with Three Months Ended June 30, 2006

Net revenues were $159
million for the three month period ended June 30, 2007 compared with $148
million for the comparable prior year period. The increase was primarily due
to higher  sales of $7 million in the performance chemicals segment and $4
million in the manufacturing segment. The increase in the performance chemicals
segment is due primarily to increased sales into the water treatment market. The
increase in the manufacturing segment is the result of higher sales in the automotive
market due to the acquisition of Precision Engine Products in 2006.

Gross profit was $28 million for the three month period ended June 30, 2007 as compared with $29 million for the comparable prior year period. This reflects higher gross profit in the
performance chemicals segment of $3 million, offset by a decrease in the manufacturing segment of $4 million. The increase in the performance chemicals segment gross profit was primarily driven by the strong revenue performance in the water
treatment market.  The shortfall in the Manufacturing Segment was due to reduced sales of higher margin products in the automotive market base business.

Selling, general and administrative expense was $13 million for the three month period ended June 30, 2007 which was flat to the comparable prior year period.

Restructuring and impairment charges were $2 million for the three month period ended June 30, 2007 compared to $1 million for the comparable period in the prior year. The charges
recorded in 2007 are primarily associated with the actions to exit from the Perrysburg, OH facility which is included in the manufacturing segment and the Newark, NJ facility in the performance chemicals segment.

Operating profit was $13 million for the three month period ended June 30, 2007 as compared with $16 million for the comparable prior year period.  The reduced operating profit in 2007
was primarily the result of lower gross profit and increased restructuring and impairment charges in the second quarter of 2007.

Interest expense was $6 million for the three month period ended June 30, 2007 as compared to $10 million in the comparable prior year period. Interest expense in the prior year
included a non-recurring charge of $4 million for costs related to an amendment of the first and second lien term loan agreements and the write-off of certain deferred financing costs.

The effective income tax rate for the three month period ended June 30, 2007 was approximately 41 percent, which is representative of the rate expected to be incurred for the remainder of the
year.

Six Months Ended June 30, 2007 Compared with Six Months Ended June 30, 2006

Net revenues were $314 million for the six month period ended June 30, 2007 compared with $287 million for the comparable prior year period. The increase was primarily due to higher
sales of $15 million in the performance chemicals segment and $12 million in the manufacturing segment.  The increase in the performance chemicals segment is due primarily to increased sales into the water treatment market driven in large
part by the acquisitions made in 2006. The increase in the manufacturing segment is the result of higher sales in the automotive market due to the acquisition of Precision Engine Products in 2006.

-17-

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Gross profit was $55 million for the six month period ended June 30, 2007 which was flat with the comparable prior year period.  Higher gross profit in the performance chemicals segment of
$5 million was directly offset by a decrease in the manufacturing segment. The increase in the performance chemicals segment gross profit was primarily driven by the strong revenue performance in the water treatment market. The reduced
performance in the manufacturing division was due to reduced sales of higher margin products in the automotive market base business.

Selling, general and administrative expense was $26 million for the six month period ended June 30, 2007 as compared to $25 million in the comparable prior year period.  The increase in
SG&A expenses were the result of increased long term incentive plan costs of $1 million as well as increased IT costs associated primarily with a new system installed in the performance chemicals segment of $0.4 million partly offset by
a one-time $0.7 million insurance recovery realized in the first quarter.

Restructuring and impairment charges were $3 million for the six month period ended June 30, 2007 compared to $1 million for the comparable period in the prior year. The charges
recorded in 2007 are primarily associated with the actions to exit the Perrysburg, OH facility which is included in the manufacturing segment and the Newark, NJ facility which is included in the Performance Chemicals segment.

Operating profit was $27 million for the six month period ended June 30, 2007 as compared with $29 million for the comparable prior year period. The reduced operating profit in 2007 was
primarily the result of increased SG&A expense and increased restructuring and impairment charges in 2007.

Interest expense was $12
million for the six month period ended June 30, 2007 as compared to $17 million
in the comparable prior year period. Interest expense in the prior year  included
a non-recurring charge of $4 million for costs related to an amendment of
the first and second lien term loan agreements and the write-off of certain deferred
financing costs. Interest expense in the current period benefited from  reduced
principal and lower average interest rates resulting in savings of $1 million
vs. prior year.

The effective income tax rate for the six month period ended June 30, 2007 was approximately 41 percent, which is comparable to the prior year period.

The loss from discontinued operations for the six month period ended June 30, 2007 includes an impairment charge of $6 million related to goodwill of the Defiance Testing and Engineering
Services business.

Results of Operations by Segment

|                      |  | Three
    Months Ended |                           | Six
    Months Ended
|--------------------- |  | ---------------------- | ------------------------- | --------------------
|                      |  | June
    30,           |                           | June
    30,        
|                      |  | 2007                   |                           | 2006                
|Net Revenues          |  |                        | (In
            millions) |                     
|Manufacturing         |  | $                      | 60.8                      |                     
|Performance chemicals |  |                        | 98.7                      |                     
|Total                 |  | $                      | 159.5                     |                     

-18-

---



|                             |  | Three
    Months Ended |      | Six
    Months Ended
|---------------------------- |  | ---------------------- | ---- | --------------------
|                             |  | June
    30,           |      | June
    30,        
|                             |  | 2007(1)                |      | 2006(2)             
|Operating
            Profit |  | (In
    millions)      |      | (In
    millions)   
|Manufacturing                |  | $                      | 1.2  |                     
|Performance chemicals        |  |                        | 12.5 |                     
|Corporate                    |  |                        | (0.4 | )                   
|Total                        |  | $                      | 13.2 |                     

|    |                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes restructuring charges of $1.0 million in the manufacturing segment and $0.6 million in the performance chemicals segment.               
|   
|(2) | Includes restructuring and impairment charges of $0.7 million in the manufacturing segment and $0.1 million in the performance chemicals segment.
|   
|(3) | Includes restructuring charges of $1.1 million in the manufacturing segment and $1.7 million in the performance chemicals segment.               
|   
|(4) | Includes restructuring and impairment charges of $1.1 million in the manufacturing segment and $0.2 million in the performance chemicals segment.

Three Months Ended June 30, 2007 Compared with Three Months Ended June 30, 2006

Manufacturing Segment

Net revenues for the manufacturing segment were $61 million for the three month period ended June 30, 2007 as compared to $57 million for the comparable prior year period.  This
increase was principally due to higher sales in the automotive market. The results of the automotive business reflect reduced sales volumes in the base business more than offset by the acquisition of Precision Engine Products in the third quarter of
2006. Gross profit was $7 million for the three month period ended June 30, 2007 as compared to $11 million for the comparable prior year period. The decrease in gross profit was primarily due to a mix shift as reduced sales of higher margin
products in the automotive market base business were offset by lower margin sales associated with the Precision Engine Products business. In addition, the automotive market business was adversely impacted by $1 million in expenses relating to
warranty claim expenses from a customer. Selling, general and administrative expense was $5 million for the three month period ended June 30, 2007 which was flat with the comparable prior year period. Operating profit of $1 million for the
three month period ended June 30, 2007 compared to an operating profit of $6 million for the comparable prior year period.  The operating results were driven by the reduced gross profit in the automotive market for three month period ended June
30, 2007.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $99 million for the three month period ended June 30, 2007 as compared to $92 million for the comparable prior year period. This
was due to higher sales in the Companys water treatment market and personal care products market of $9 million and $1 million, respectively, partly offset by lower sales in the chemical processing market of $2 million primarily due
to the closure of the Newark facility. The increase in sales was primarily the result of the higher average pricing and the impact of the acquisitions made in 2006 which are reflected in the water treatment market sales. Gross profit was $21
million for the three month period ended June 30, 2007 as compared to $17 million for the comparable prior year period. The increase in gross profit is primarily attributable to strong revenue performance primarily in the water treatment market,
partially offset by higher raw material costs. Selling, general and administrative expense was $8 million for the three month period ended June 30, 2007 compared with $7 million for the comparable prior year period. The increase in SG&A
expenses was driven by increased costs associated with newly implemented IT systems. Restructuring and Impairment charges were $1 million for the three month period ended June 30, 2007. These charges relate to the actions to exit the Newark, NJ
sulfuric acid production facility. There were no material restructuring and impairment charges in the comparable prior year period. Operating profit was $12 million for the three month period ended June 30, 2007 which increased $1 million
from the

-19-

---



comparable prior period. The increase in operating profit was due to the strong gross margin performance partially offset by the higher SG&A and restructuring charges in the current period. In addition, the prior year
period benefited from a $1 million pension curtailment gain.

Six Months Ended June 30, 2007 Compared with Six Months Ended June 30, 2006

Manufacturing Segment

Net revenues for the manufacturing segment were $122 million for the six month period ended June 30, 2007 as compared to $110 million for the comparable prior year period.  This
increase was principally due to higher sales in the automotive market. The results of the automotive business reflect reduced sales volumes in the base business more than offset by the acquisition of Precision Engine Products in the third quarter of
2006. Gross profit was $16 million for the six month period ended June 30, 2007 as compared to $21 million for the comparable prior year period. The decrease in gross profit was primarily due to a mix shift as reduced sales of higher margin
products in the automotive market base business were offset by lower margin sales associated with the Precision Engine Products business. In addition, the automotive market business was adversely impacted by $1 million in expenses relating to
warranty claim expenses from a customer. Selling, general and administrative expense was $10 million for the six month period ended June 30, 2007 as compared to $9 million in the comparable prior year period.  The increase in SG&A
expenses are primarily driven by increased allocations of Corporate overhead costs. Restructuring and Impairment charges were $1 million for the six month period ended June 30, 2007 which were flat with the comparable prior year period.
Operating profit of $5 million for the six month period ended June 30, 2007 compared to an operating profit of $11 million for the comparable prior year period.  The operating results were driven by the reduced gross profit in the automotive
market combined with the increased SG&A expenses.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $192 million for the six month period ended June 30, 2007 as compared to $177 million for the comparable prior year period. This
was due to higher sales in the Companys water treatment market and personal care products market of $17 million and $2 million, respectively, partly offset by lower sales in the chemical processing market of $4 million primarily
due to the closure of the Newark facility. The increase in sales was primarily the result of the higher average pricing and the impact of the acquisitions made in 2006 which are reflected in the water treatment market sales. Gross profit was $39
million for the six month period ended June 30, 2007 as compared to $33 million for the comparable prior year period. The increase in gross profit is primarily attributable to strong revenue performance particularly in the water treatment
market, partially offset by higher raw material costs. Selling, general and administrative expense was $14 million for the six month period ended June 30, 2007 compared with $13 million for the comparable prior year period.  The increase in
SG&A expenses was the result of increased spending on IT systems and increased allocations of corporate overhead costs. Restructuring and Impairment charges were $2 million for the six month period ended June 30, 2007.  These charges relate
to the actions to exit the Newark, NJ sulfuric acid production facility. There were no material restructuring and impairment charges in the comparable prior year period. Operating profit was $23 million for the six month period ended June 30,
2007 which was favorable $2 million from the comparable prior period. The increase in operating profit was due to the strong gross margin performance partially offset by the higher SG&A and restructuring charges in the current
period.

-20-

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Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents
were $6 million at June 30, 2007, compared to $5 million at December
31, 2006. Significant cash flows during the 2007 period included capital expenditures
of
$14 million, net debt payments of $63 million and acquisitions of $3 million, offset by proceeds
from sales of assets of $81 million.

The Company had working capital of $107 million at June 30, 2007 as compared to working capital of $168 million at December 31, 2006. This decrease in working capital principally
reflects a decrease in assets held for sale due to the sale of the Noma wire and cable harness assembly business, partially offset by increases in accounts receivable and inventory.

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

Cash payments for employee termination costs and facility exit costs totaled $3 million in the six months ended June 30, 2007.

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

On August 7, 2007, the Company's board of directors authorized a stock
repurchase program pursuant to which the Company will purchase in the aggregate
up to $30 million of its common stock in open market and negotiated purchases
over a period of three years, dependent upon market conditions. This program
does not obligate the Company to acquire any particular amount of common stock
and the program may be suspended at any time at the Company's discretion.

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, stock repurchases, and working capital requirements during
the remainder of 2007.

Off-Balance Sheet Arrangements

The Company has approximately $8 million of standby letters of credit outstanding as of June 30, 2007.

Contractual Obligations

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

As a result of the implementation of FIN 48 in the first quarter of 2007, the Company recognized a $2.8 million decrease in the liability for unrecognized tax benefits.  The total amount of
unrecognized tax benefits as of June 30, 2007 was $13.9 million and has been classified as non-current income tax liabilities in the consolidated balance sheet.

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

-21-

---



measurement of tax positions taken or expected to be
taken in a tax return. The interpretation also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure
and  transition. The Company adopted FIN 48 on January 1, 2007. The adoption,
which was accounted for as a cumulative effect adjustment, resulted in an increase
to the January 1, 2007 balance of retained earnings (deficit) of $2.8 million.
The total amount of unrecognized tax benefits as of January 1, 2007 was $13.5
million, of which $11.5 million would, if recognized, affect the effective
tax rate.

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, 2007, the Companys
debt financing consisted primarily of amounts outstanding under the Companys
credit facility. The borrowings outstanding under the Companys credit facility
are collateralized by substantially all of the personal property and certain
real property of the Company and its domestic subsidiaries. Borrowings under
the Companys credit facility are sensitive to changes in interest rates.
Given the existing level of borrowings under the credit facility of $279
million as of June 30, 2007, a 1⁄2 percent change in the weighted-average
interest rate would have an interest impact of approximately $0.1 million
each month.

Weighted-Average
          Interest Rate atPrincipal Balance
      
      Fair Value
      
      June 30, 2007
      
      Scheduled Maturity$268 million
      
      $268 million
      
      7.35 %
      
      February 28, 2011$11 million
      
      $11 million
      
      8.66 %
      
      February 28, 2010


In
    April 2005, the Company entered into two five year interest rate collar agreements
    in the aggregate notional amount of $185 million, in order to hedge against the effect that interest
rate fluctuations may have on the Companys floating rate debt.  The interest rate to be paid will be based on a minimum three-month LIBOR of 4.05 percent on average and a maximum three-month LIBOR of 5.00 percent. These interest rate collar
agreements are scheduled to mature in 2010. The fair value of the agreements was $2
million at June 30, 2007.

Foreign currency exchange rate and commodity price risks

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

Item 4. Controls and Procedures.

(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

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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 June 30, 2007.
Based on such evaluation, the Companys
Chief Executive Officer and Chief Financial Officer have concluded that, as of
 June 30, 2007, the Companys disclosure controls and procedures
are effective at the  reasonable assurance level.

(b)
    Changes in Internal Control Over Financial Reporting.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In May, 2007, the Company
was notified by the Northwest Clean Air Agency in Mount Vernon, WA (the Agency), that the Agency had imposed penalties totaling $224,000 in connection
with alleged violations of the Companys Title V Facility Air Operating Permit at its Anacortes, WA facility.  The Company is appealing the Agencys actions.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

NONE

Item 3. Defaults Upon Senior Securities.

NONE

Item 4. Submission of Matters to a Vote of Security Holders.

On May 17, 2007, the Company held is annual meeting of stockholders at the offices of Latham and Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York.

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 the Proxy Statement. All of the nominees were elected.

The stockholders voted, in person or by proxy, on a proposal to amend the Companys 2003 Management and Directors Incentive Plan to increase the amount of shares of the Companys
common stock available for issuance to participants under the 2003 plan from 1,000,000 to 1,750,000 and to approve the 2003 Plan as so amended and restated.

The results of the voting are shown below:

|For       |  | Against   |  | Abstain |  | Broker Non-Vote
|--------- |  | --------- |  | ------- |  | ---------------
|6,116,030 |  | 2,423,618 |  | 1,140   |  | 1,143,952      

The stockholders also voted, in person or by proxy, on a proposal to ratify the appointment of Deloitte & Touche LLP as the independent auditors of the Company for the year ending December
31, 2007.

The results of the voting are shown below:

|For       |  | Against |  | Abstain |  | Broker Non-Vote
|--------- |  | ------- |  | ------- |  | ---------------
|9,680,883 |  | 3,635   |  | 222     |  | 0              

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The stockholders also voted, in person or by proxy, on a proposal to elect directors to serve until the 2008 annual meeting of stockholders or until their respective successors are elected and
duly qualified.

The results of the voting are shown below:

|Name                            |  | For       |  | Withhold  |  | Abstain
|------------------------------- |  | --------- |  | --------- |  | -------
|                               
|William E. Redmond,
        Jr. |  | 9,391,721 |  | 292,427   |  | 592    
|John G. Johnson,
        Jr.    |  | 8,336,951 |  | 1,347,188 |  | 601    
|Henry L. Druker                 |  | 9,388,068 |  | 295,782   |  | 890    
|John F. McGovern                |  | 9,386,342 |  | 297,508   |  | 890    
|Kathleen R. Flaherty            |  | 9,382,099 |  | 302,116   |  | 525    
|Richard A. Rubin                |  | 9,392,268 |  | 291,580   |  | 892    

Item 5. Other Information.
     NONEItem 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 June 30, 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).                                                                                                                                                                                                                
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 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).                                                                                                                                                                                             

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| | 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 June 30, 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 Performance Contingent
    Restricted Stock Agreement.                                                                                                                                                                                                                                                                                                                                                                      
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 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).                                                                                                                                                                                                                               

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| | 10.13 |  | Master
          Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation,
          General Chemical LLC, and Honeywell International Inc. (incorporated
          by reference to the Registrants Form 10-Q dated September 30,
    2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                     
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.14 |  | First
          Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding
          LLC, as borrower, the other guarantors party thereto, the lenders party
          thereto from time to time, Goldman Sachs Credit Partners L.P., as joint
          lead arranger, General Electric Capital Corporation, as co-administrative
          agent, and Bank of America, N.A., as co-administrative agent and collateral
          agent, dated February 28, 2005 (incorporated by reference to the Registrants
          Form 10-K dated December 31, 2004, as filed with the Securities and
    Exchange Commission).                                                         
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.15 |  | Second
          Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding
          LLC, as borrower, the other guarantors party thereto, the lenders party
          thereto from time to time, Goldman Sachs Credit Partners L.P., as joint
          lead arranger, sole bookrunner, syndication agent, administrative agent
          and as collateral agent, Bank of America Securities LLC, as joint lead
          arranger and Bank of America, N.A., as documentation agent, dated February
          28, 2005 (incorporated by reference to the Registrants Form 10-K
          dated December 31, 2004, as filed with the Securities and Exchange
    Commission).
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.16 |  | Employment
          Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated
          by reference to the Registrants Form 10-Q dated September 30,
    2005, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.17 |  | Employment
          agreement with Andrew Hines, dated September 21, 2005 (incorporated
          by reference to the Registrants Form 10-Q dated September 30,
    2005, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.18 |  | Employment
          agreement with Maximo Vargas, dated September 22, 2005 (incorporated
          by reference to the Registrants Form 10-Q dated September 30,
    2005, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.19 |  | Asset
          Purchase Agreement dated April 3, 2006 between Noma Company and Southwire
          Canada Company (incorporated by reference to the Registrants
          Form 8-K dated April 3, 2006, as filed with the Securities and Exchange
    Commission).                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.20 |  | First
          Amendment to First Lien Credit and Guaranty Agreement and Pledge and
          Security Agreement dated April 26, 2006 (incorporated by reference
          to the Registrants
          Form 8-K dated April 26, 2006, as filed with the Securities and Exchange
    Commission).                                                                                                                                                                                                                                                                                                                                                                                         
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.21 |  | First
          Amendment to Second Lien Credit and Guaranty Agreement dated April
          26, 2006 (incorporated by reference to the Registrants Form 8-K
    dated April 26, 2006, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.22 |  | Asset
          Purchase Agreement dated June 30, 2006 between Defiance, Inc., Precision
          Engine Products Corp. and Stanadyne Corporation (incorporated by reference
          to the Registrants
          Form 8-K dated June 30, 2006, as filed with the Securities and Exchange
    Commission).                                                                                                                                                                                                                                                                                                                                                                              
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.23 |  | Second
          Amendment to First Lien Credit and Guaranty Agreement dated July 14,
          2006 (incorporated by reference to the Registrants Form 10-Q
    dated June 30, 2006, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                               

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

-28-

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SIGNATURES

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

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

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