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 1934ForthequarterlyperiodendedJune30,2004OR
| |            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934                                

For the transition period from ________ to ________

Commission File Number 001-14789

GENTEK INC.

(Exact name of registrant as specified in its charter)



| | Delaware(State of other jurisdiction ofincorporation or organization) |  | 02-0505547(I.R.S. EmployerIdentification Number) | 
| | --------------------------------------------------------------------- |  | ------------------------------------------------ | 



| | 90 East Halsey RoadParsippany, New Jersey(Addressofprincipalexecutiveoffices) |  | 07054(Zip Code) | 
| | ----------------------------------------------------------------------------- |  | --------------- | 



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

Indicate by check
  mark whether the registrant (1) has filed all reports required to be filed by
  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
  12 months (or for such shorter period that the registrant was required to file
  such reports), and (2) has been subject to such filing requirements for the
  past 90 days.YesXNo

Indicate by check
  mark whether the registrant is an accelerated filer (as defined in Rule 12b-2
  of the Exchange Act).          
                
                
                 
                 
                 
                 
                 
                 
                   YesNoX

Applicable to issuers involved in bankruptcy proceedings during the preceding five years:

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

The number of outstanding shares of the Registrants Common Stock as of August 9, 2004 was 10,108,315.






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GENTEK INC.

FORM 10-Q

QUARTERLY PERIOD ENDED JUNE 30, 2004

INDEX



|                                                                                                                 | Page No.
|---------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                 |         
|PART I.  FINANCIAL INFORMATION:                                                                                  |         
|                                                                                                                 |         
|Item
        1.  Financial Statements                                                                            |         
|                                                                                                                 |         
|Consolidated
        Statements of Operations  Three Months and Six Months Ended June
        30, 2004 and 2003 | 1       
|                                                                                                                 |         
|Consolidated
        Balance Sheets  June 30, 2004 and December 31, 2003                                        | 2       
|                                                                                                                 |         
|Consolidated
        Statements of Cash Flows  Six Months Ended June 30, 2004 and 2003                          | 3       
|                                                                                                                 |         
|Notes
        to the Consolidated Financial Statements                                                           | 4-11    
|                                                                                                                 |         
|Item
        2.  Managements Discussion and Analysis of Financial Condition
        and Results of Operations   | 12-20   
|                                                                                                                 |         
|Item
        3.  Quantitative and Qualitative Disclosures about Market Risk                                      | 20      
|                                                                                                                 |         
|Item
        4.  Controls and Procedures                                                                         | 20-21   
|                                                                                                                 |         
|                                                                                                                 |         
|PART II.  OTHER INFORMATION:                                                                                     |         
|                                                                                                                 |         
|Item
        1.  Legal Proceedings                                                                               | 22-23   
|                                                                                                                 |         
|Item
        2.  Changes in Securities and Use of Proceeds                                                       | 23      
|                                                                                                                 |         
|Item
        3.  Defaults upon Senior Securities                                                                 | 23      
|                                                                                                                 |         
|Item
        4.  Submission of Matters to a Vote of Security Holders                                             | 23-24   
|                                                                                                                 |         
|Item
        5.  Other Information                                                                               | 24      
|                                                                                                                 |         
|Item
        6.  Exhibits and Reports on Form 8-K                                                                | 24-27   
|                                                                                                                 |         
|SIGNATURES                                                                                                       | 28      



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PART I.  FINANCIAL INFORMATION

Item 1.Financial Statements.

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



|                                                                                                                                                                                               |                                        | Successor |         |                                        | Predecessor |                                      | Successor |   |                                      | Predecessor |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | --------- | ------- | -------------------------------------- | ----------- | ------------------------------------ | --------- | - | ------------------------------------ | ----------- | -
|                                                                                                                                                                                               | Three
        MonthsEndedJune 30, 2004 |           |         | Three
        MonthsEndedJune 30, 2003 |             | Six
        MonthsEndedJune 30, 2004 |           |   | Six
        MonthsEndedJune 30, 2003 |            
|Net
        revenues                                                                                                                                                                           |                                        | $         | 201,590 |                                        |             | $                                    | 204,982   |   | $                                    | 394,520     |  
|Cost
        of sales                                                                                                                                                                          |                                        |           | 172,262 |                                        |             |                                      | 170,912   |   |                                      | 335,523     |  
|Selling,
        general and administrative expense                                                                                                                                            |                                        |           | 22,244  |                                        |             |                                      | 23,039    |   |                                      | 43,729      |  
|Restructuring
        and impairment charges                                                                                                                                                   |                                        |           | 6,072   |                                        |             |                                      |          |   |                                      | 7,044       |  
|Pension
        curtailment gain                                                                                                                                                               |                                        |           |        |                                        |             |                                      |          |   |                                      | 14,840      |  
|Operating
        profit (loss)                                                                                                                                                                |                                        |           | 1,012   |                                        |             |                                      | 11,031    |   |                                      | 23,064      |  
|Interest
        expense (contractual interest for the three and six month periods ended
        June 30, 2003 was $17,019 and $34,298, respectively)                                          |                                        |           | 2,686   |                                        |             |                                      | 345       |   |                                      | 7,125       |  
|Interest
        income                                                                                                                                                                        |                                        |           | 91      |                                        |             |                                      | 100       |   |                                      | 175         |  
|Reorganization
        items                                                                                                                                                                   |                                        |           |        |                                        |             |                                      | 24,832    |   |                                      |            |  
|Other
        (income) expense, net                                                                                                                                                            |                                        |           | 564     |                                        |             |                                      | (3,069    | ) |                                      | (1,070      | )
|Income
        (loss) from continuing operations before income taxes                                                                                                                           |                                        |           | (2,147  | )                                      |             |                                      | (10,977   | ) |                                      | 17,184      |  
|Income
        tax provision (benefit)                                                                                                                                                         |                                        |           | (316    | )                                      |             |                                      | 1,516     |   |                                      | 8,024       |  
|Income
        (loss) from continuing operations                                                                                                                                               |                                        |           | (1,831  | )                                      |             |                                      | (12,493   | ) |                                      | 9,160       |  
|Income
        from discontinued operations (net of tax of $83,132, $85,566, $221 and
        $(1,476) for the three and six month periods ended June 30, 2004 and 2003,
        respectively) |                                        |           | 186,949 |                                        |             |                                      | 2,699     |   |                                      | 190,763     |  
|Net
        income (loss)                                                                                                                                                                      |                                        | $         | 185,118 |                                        |             | $                                    | (9,794    | ) | $                                    | 199,923     |  
|Income
        (loss) per common share  basic:                                                                                                                                                |                                        |           |         |                                        |             |                                      |           |   |                                      |             |  
|Income
        (loss) from continuing operations                                                                                                                                               |                                        | $         | (.18    | )                                      |             | $                                    | (.49      | ) | $                                    | .92         |  
|Income
        from discontinued operations                                                                                                                                                    |                                        |           | 18.69   |                                        |             |                                      | .11       |   |                                      | 19.08       |  
|Net
        income (loss)                                                                                                                                                                      |                                        | $         | 18.51   |                                        |             | $                                    | (.38      | ) | $                                    | 19.99       |  
|Income
        (loss) per common share  assuming dilution:                                                                                                                                    |                                        |           |         |                                        |             |                                      |           |   |                                      |             |  
|Income
        (loss) from continuing operations                                                                                                                                               |                                        | $         | (.18    | )                                      |             | $                                    | (.49      | ) | $                                    | .92         |  
|Income
        from discontinued operations                                                                                                                                                    |                                        |           | 18.67   |                                        |             |                                      | .11       |   |                                      | 19.06       |  
|Net
        income (loss)                                                                                                                                                                      |                                        | $         | 18.49   |                                        |             | $                                    | (.38      | ) | $                                    | 19.98       |  

See the accompanying notes to the consolidated financial statements.

-1-

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



|                                                                                                                                                          |  | Successor    |        
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------
|                                                                                                                                                          |  |              |        
|                                                                                                                                                          |  | June 30,2004 |        
|                                                                                                                                                          |  |              |        
|ASSETS                                                                                                                                                    |  |              |        
|Current assets:                                                                                                                                           |  |              |        
|Cash and cash equivalents                                                                                                                                 |  | $            | 39,064 
|Receivables, net                                                                                                                                          |  |              | 119,321
|Inventories                                                                                                                                               |  |              | 67,903 
|Deferred income taxes                                                                                                                                     |  |              | 18,948 
|Other current assets                                                                                                                                      |  |              | 11,241 
|                                                                                                                                                          |  |              |        
|Total current assets                                                                                                                                      |  |              | 256,477
|Property, plant and equipment, net                                                                                                                        |  |              | 285,669
|Goodwill                                                                                                                                                  |  |              | 154,944
|Intangible assets                                                                                                                                         |  |              | 73,937 
|Deferred income taxes                                                                                                                                     |  |              | 3,305  
|Assets held for sale                                                                                                                                      |  |              |       
|Other assets                                                                                                                                              |  |              | 34,068 
|                                                                                                                                                          |  |              |        
|Total assets                                                                                                                                              |  | $            | 808,400
|                                                                                                                                                          |  |              |        
|LIABILITIES AND EQUITY                                                                                                                                    |  |              |        
|Current liabilities:                                                                                                                                      |  |              |        
|Accounts payable                                                                                                                                          |  | $            | 35,124 
|Accrued liabilities                                                                                                                                       |  |              | 75,781 
|Current portion of long-term debt                                                                                                                         |  |              | 463    
|                                                                                                                                                          |  |              |        
|Total current liabilities                                                                                                                                 |  |              | 111,368
|Long-term debt                                                                                                                                            |  |              | 4,226  
|Pension and postretirement obligations                                                                                                                    |  |              | 138,459
|Liabilities of businesses held for sale                                                                                                                   |  |              |       
|Other liabilities                                                                                                                                         |  |              | 78,318 
|                                                                                                                                                          |  |              |        
|Total liabilities                                                                                                                                         |  |              | 332,371
|                                                                                                                                                          |  |              |        
|Contingently redeemable warrants                                                                                                                          |  |              |       
|                                                                                                                                                          |  |              |        
|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: 10,108,315 and 10,000,000 shares at June 30, 2004 and December 31, 2003, respectively |  |              | 268,793
|Warrants                                                                                                                                                  |  |              | 8,361  
|Accumulated other comprehensive income                                                                                                                    |  |              | 195    
|Retained earnings                                                                                                                                         |  |              | 198,680
|                                                                                                                                                          |  |              |        
|Total equity                                                                                                                                              |  |              | 476,029
|                                                                                                                                                          |  |              |        
|Total liabilities and equity                                                                                                                              |  | $            | 808,400
|                                                                                                                                                          |  |              |        

See the accompanying notes to the consolidated financial statements.

-2-

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



|                                                                                         |                                      | Successor |                                      | Predecessor |  
|---------------------------------------------------------------------------------------- | ------------------------------------ | --------- | ------------------------------------ | ----------- | -
|                                                                                         |                                      |           |                                      |            
|                                                                                         | Six
        MonthsEndedJune 30, 2004 |           | Six
        MonthsEndedJune 30, 2003 |            
|                                                                                         |                                      |           |                                      |             |  
|Cash flows from operating activities:                                                    |                                      |           |                                      |             |  
|Net income (loss)                                                                        |                                      | $         | 199,923                              |             | $
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                      |           |                                      |             |  
|Discontinued operations                                                                  |                                      |           | (190,763                             | )           |  
|Depreciation and amortization                                                            |                                      |           | 21,596                               |             |  
|Pension curtailment gain                                                                 |                                      |           | (14,840                              | )           |  
|Asset impairment charges                                                                 |                                      |           |                                     |             |  
|Reorganization items                                                                     |                                      |           |                                     |             |  
|Net loss (gain) on disposition of long-term assets                                       |                                      |           | (1,176                               | )           |  
|Long-term incentive plan costs, net                                                      |                                      |           | 707                                  |             |  
|Increase in receivables                                                                  |                                      |           | (15,067                              | )           |  
|Increase in inventories                                                                  |                                      |           | (705                                 | )           |  
|Decrease in deferred tax assets                                                          |                                      |           | 7,958                                |             |  
|Increase (decrease) in accounts payable                                                  |                                      |           | 6,892                                |             |  
|Increase (decrease) in accrued liabilities                                               |                                      |           | (32,346                              | )           |  
|Increase (decrease) in other liabilities and assets, net                                 |                                      |           | (1,683                               | )           |  
|                                                                                         |                                      |           |                                      |             |  
|Net cash provided by (used for) continuing operations                                    |                                      |           | (19,504                              | )           |  
|Net cash provided by (used for) discontinued operations                                  |                                      |           | 8,163                                |             |  
|                                                                                         |                                      |           |                                      |             |  
|Net cash provided by (used for) operating activities                                     |                                      |           | (11,341                              | )           |  
|                                                                                         |                                      |           |                                      |             |  
|Net cash used for reorganization items                                                   |                                      |           |                                     |             |  
|                                                                                         |                                      |           |                                      |             |  
|Cash flows from investing activities:                                                    |                                      |           |                                      |             |  
|Capital expenditures                                                                     |                                      |           | (10,639                              | )           |  
|Proceeds from sales or disposals of long-term assets                                     |                                      |           | 5,150                                |             |  
|Proceeds from sale of business, net                                                      |                                      |           | 291,632                              |             |  
|Acquisition of business, net of cash acquired*                                           |                                      |           | (3,649                               | )           |  
|Other investing activities                                                               |                                      |           | (13                                  | )           |  
|                                                                                         |                                      |           |                                      |             |  
|Net cash provided by (used for) investing activities                                     |                                      |           | 282,481                              |             |  
|                                                                                         |                                      |           |                                      |             |  
|Cash flows from financing activities:                                                    |                                      |           |                                      |             |  
|Proceeds from long-term debt                                                             |                                      |           | 23,766                               |             |  
|Repayment of long-term debt                                                              |                                      |           | (274,053                             | )           |  
|Redemption of tranche A warrants                                                         |                                      |           | (8,365                               | )           |  
|Debt issuance costs  reorganization                                                     |                                      |           |                                     |             |  
|                                                                                         |                                      |           |                                      |             |  
|Net cash used for financing activities                                                   |                                      |           | (258,652                             | )           |  
|                                                                                         |                                      |           |                                      |             |  
|Effect of exchange rate changes on cash                                                  |                                      |           | (70                                  | )           |  
|                                                                                         |                                      |           |                                      |             |  
|Increase (decrease) in cash and cash equivalents                                         |                                      |           | 12,418                               |             |  
|Cash and cash equivalents at beginning of period                                         |                                      |           | 26,646                               |             |  
|                                                                                         |                                      |           |                                      |             |  
|Cash and cash equivalents at end of period                                               |                                      | $         | 39,064                               |             | $
|                                                                                         |                                      |           |                                      |             |  
|Supplemental information:                                                                |                                      |           |                                      |             |  
|Cash paid for income taxes                                                               |                                      | $         | 6,877                                |             | $
|                                                                                         |                                      |           |                                      |             |  
|Cash paid for interest                                                                   |                                      | $         | 8,055                                |             | $
|                                                                                         |                                      |           |                                      |             |  
|*Acquisition of business net of cash acquired:                                           |                                      |           |                                      |             |  
|Working capital, other than cash                                                         |                                      | $         | (2,623                               | )           | $
|Property, plant and equipment                                                            |                                      |           | (3,466                               | )           |  
|Other assets                                                                             |                                      |           | (970                                 | )           |  
|Noncurrent liabilities                                                                   |                                      |           | 3,410                                |             |  
|                                                                                         |                                      |           |                                      |             |  
|Cash used to acquire business                                                            |                                      | $         | (3,649                               | )           | $
|                                                                                         |                                      |           |                                      |             |  

See the accompanying notes to the consolidated financial statements.

-3-

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

Note 1  Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. These statements should be read in conjunction with the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.

On October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries, including its Noma Company subsidiary (collectively, the Debtors), filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors joint plan of reorganization was confirmed on October 7, 2003 and became effective in accordance with its terms on November 10, 2003.

The consolidated financial statements have been prepared in accordance with Statement of Position 90-7 (SOP 90-7),Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,and on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. In connection with its emergence from bankruptcy on November 10, 2003, the Company has adopted fresh-start reporting in accordance with SOP 90-7. Accordingly, the Companys post-emergence financial statements (Successor) are not comparable with its pre-emergence financial statements (Predecessor).

On
  May 18, 2004, the Company sold its KRONE communications business to ADC Telecommunications,
  Inc. (ADC). Accordingly, the business has been classified as discontinued
  operations. The purchase price included approximately $294,000 in cash, subject
  to post-closing adjustments, and the assumption by ADC of approximately $56,000
  of pension and employee-related liabilities. Consummation of this transaction
  triggered the contingent redemption feature of the Companys tranche A
  warrants. The Company made the required payment on June 30, 2004, and the tranche
  A warrants expired. Proceeds from this transaction were used to repay the Companys
  Senior Term Notes in full, and the loan agreement was terminated.

On
  June 30, 2004, the Company acquired a wire harness and subassembly manufacturing
  facility located in Reynosa, Mexico from Whirlpool Corporation for $8,400, subject
  to post-closing adjustments. As part of the transaction, the Company entered
  into a seven year supply agreement to supply wire harnesses, panel assemblies,
  copper tubing and related components to Whirlpools North American appliance
  production facilities. The Company expects that this supply agreement will result
  in an increase of approximately $120,000 in annual revenue. The results of operations
  of the facility will be included in the financial statements beginning July
  1, 2004. The pro forma impact of the acquisition on financial position, net
  income and earnings per share is not material. The allocation of purchase price
  is based on preliminary valuation information available to the Company, which
  is subject to change as such information is finalized.

-4-

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

Note 2  Summary of Significant Accounting Policies

Compensation cost for stock-based employee compensation plans is recognized using the intrinsic value method. The following table illustrates the effect on net income (loss) and net income (loss) per share if the Company had applied the fair value based method to recognize stock-based employee compensation.



|                                                                                                                                                          |                                        | Successor |         |                                        | Predecessor |                                      | Successor |   |                                      | Predecessor |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | --------- | ------- | -------------------------------------- | ----------- | ------------------------------------ | --------- | - | ------------------------------------ | ----------- | -
|                                                                                                                                                          | Three
        MonthsEndedJune 30, 2004 |           |         | Three
        MonthsEndedJune 30, 2003 |             | Six
        MonthsEndedJune 30, 2004 |           |   | Six
        MonthsEndedJune 30, 2003 |            
|Net
        income (loss) as reported                                                                                                                     |                                        | $         | 185,118 |                                        |             | $                                    | (9,794    | ) | $                                    | 199,923     |  
|Deduct:
        Total stock-based employeecompensation income (expense) determinedunder fair value based method for all awards,net of related tax effects |                                        |           | (99     | )                                      |             |                                      | 627       |   |                                      | (99         | )
|Pro
        forma net income (loss)                                                                                                                       |                                        | $         | 185,019 |                                        |             | $                                    | (9,167    | ) | $                                    | 199,824     |  
|Income
        (loss) per share:                                                                                                                          |                                        |           |         |                                        |             |                                      |           |   |                                      |             |  
|Basic
         as reported                                                                                                                               |                                        | $         | 18.51   |                                        |             | $                                    | (.38      | ) | $                                    | 19.99       |  
|Basic
         pro forma                                                                                                                                 |                                        | $         | 18.50   |                                        |             | $                                    | (.36      | ) | $                                    | 19.98       |  
|Diluted
         as reported                                                                                                                             |                                        | $         | 18.49   |                                        |             | $                                    | (.38      | ) | $                                    | 19.98       |  
|Diluted
         pro forma                                                                                                                               |                                        | $         | 18.48   |                                        |             | $                                    | (.36      | ) | $                                    | 19.97       |  



For purposes of this calculation, the fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions (are not applicable for  2003 as there were no grants made):



|                                   |  | 2004 |      
|---------------------------------- |  | ---- | -----
|Dividend yield                     |  |      |     
|Expected volatility                |  |      | 50   
|Risk-free interest rate            |  |      | 2.32 
|Expected holding period (in years) |  |      | 4    
|Weighted average fair value        |  | $    | 14.82

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

-5-

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

Note 3  Reorganization Items

Reorganization items consist of the following:



|                                             |  | Predecessor                    |       
|-------------------------------------------- |  | ------------------------------ | ------
|                                             |  | Three MonthsEndedJune 30, 2003 |       
|Professional fees                            |  | $                              | 6,087 
|Employee costs                               |  |                                | 4,504 
|Interest income                              |  |                                | (155  
|Settlement of pre-petition liabilities       |  |                                | (591  
|Write off of unamortized debt issuance costs |  |                                | 11,730
|Other                                        |  |                                | 3,257 
|                                             |  | $                              | 24,832

Note 4  Comprehensive Income (Loss)

Total comprehensive income (loss) is comprised of net income (loss), foreign currency translation adjustments and the change in unrealized gains and losses on derivative financial instruments. Total comprehensive income (loss) for the three months ended June 30, 2004 and 2003 was $183,652 and $(4,128), respectively. Total comprehensive income (loss) for the six months ended June 30, 2004 and 2003 was $198,868 and $(29,999), respectively.

Note 5  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 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:



|                                                   |                                        | Successor  |  |                                        | Predecessor |  |                                      | Successor  |  |                                      | Predecessor | 
|-------------------------------------------------- | -------------------------------------- | ---------- |  | -------------------------------------- | ----------- |  | ------------------------------------ | ---------- |  | ------------------------------------ | ----------- | 
|                                                   | Three
        MonthsEndedJune 30, 2004 |            |  | Three
        MonthsEndedJune 30, 2003 |             |  | Six
        MonthsEndedJune 30, 2004 |            |  | Six
        MonthsEndedJune 30, 2003 |            
|Basic
        earnings per common share:           |                                        |            |  |                                        |             |  |                                      |            |  |                                      |             | 
|Weighted
        average common shares outstanding |                                        | 10,000,000 |  |                                        | 25,564,310  |  |                                      | 10,000,000 |  |                                      | 25,564,310  | 
|Diluted
        earnings per common share:         |                                        |            |  |                                        |             |  |                                      |            |  |                                      |             | 
|Weighted
        average common shares outstanding |                                        | 10,000,000 |  |                                        | 25,564,310  |  |                                      | 10,000,000 |  |                                      | 25,564,310  | 
|Warrants,
        options and restricted stock     |                                        | 13,496     |  |                                        |            |  |                                      | 7,408      |  |                                      |            | 
|Total                                              |                                        | 10,013,496 |  |                                        | 25,564,310  |  |                                      | 10,007,408 |  |                                      | 25,564,310  | 

-6-

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

For
  the three months ended June 30, 2004 and 2003, potentially dilutive securities
  totaling 2,094,645 and 2,812,250, 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, 2004 and 2003, potentially dilutive securities totaling
  921,461 and 2,737,250, respectively, were not included in the computation of
  diluted earnings per common share due to their antidilutive effect.

Note 6  Additional Financial Information



|                        |  | Successor    |       
|----------------------- |  | ------------ | ------
|                        |  | June 30,2004 |       
|Inventories:            |  |              |       
|Raw materials           |  | $            | 32,979
|Work in process         |  |              | 9,665 
|Finished products       |  |              | 23,899
|Supplies and containers |  |              | 1,360 
|                        |  | $            | 67,903



|                                     |  | PerformanceProducts |        | Manufacturing |   | Consolidated |  
|------------------------------------ |  | ------------------- | ------ | ------------- | - | ------------ | -
|Goodwill:                            |  |                     |        |               |   |              |  
|Balance
        at December 31, 2003 |  | $                   | 11,885 |               | $ | 142,126      |  
|Acquisition                          |  |                     |       |               |   | 970          |  
|Foreign
        currency translation |  |                     |       |               |   | (37          | )
|Balance
        at June 30, 2004     |  | $                   | 11,885 |               | $ | 143,059      |  

Note 7  Long-Term Debt



|                                           |  |            |  | Successor    |      
|------------------------------------------ |  | ---------- |  | ------------ | -----
|                                           |  | Maturities |  | June 30,2004 |      
|Revolving credit facility  floating rates |  | 2008       |  | $            |     
|Senior Term Notes  floating rates         |  | 2008       |  |              |     
|Other debt  various rates                 |  | 2004-2018  |  |              | 4,689
|Total debt                                 |  |            |  |              | 4,689
|Less: Current portion                      |  |            |  |              | 463  
|Net long-term debt                         |  |            |  | $            | 4,226

Proceeeds from the sale of the KRONE communications business were used to repay the Senior Term Notes in full, and the loan agreement was terminated.

Note 8  Segment Information

On March 25, 2004 the Company signed a definitive agreement to sell its KRONE communications business. As a result of the reclassification of this business to discontinued operations, the communications segment is no longer a reportable segment. Industry segment information is summarized as follows:

-7-

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GENTEK INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Dollars in thousands, except per share data)(unaudited)



|                     |                                | Successor |         |                                | Predecessor |                              | Successor |  |                              | Predecessor | 
|-------------------- | ------------------------------ | --------- | ------- | ------------------------------ | ----------- | ---------------------------- | --------- |  | ---------------------------- | ----------- | 
|                     | Three MonthsEndedJune 30, 2004 |           |         | Three MonthsEndedJune 30, 2003 |             | Six MonthsEndedJune 30, 2004 |           |  | Six MonthsEndedJune 30, 2003 |            
|Net Revenues:        |                                |           |         |                                |             |                              |           |  |                              |             | 
|Manufacturing        |                                | $         | 116,492 |                                |             | $                            | 109,779   |  | $                            | 230,469     | 
|Performance products |                                |           | 81,675  |                                |             |                              | 89,376    |  |                              | 157,180     | 
|Corporate and other  |                                |           | 3,423   |                                |             |                              | 5,827     |  |                              | 6,871       | 
|Consolidated         |                                | $         | 201,590 |                                |             | $                            | 204,982   |  | $                            | 394,520     | 



|                                                                                  |                                        | Successor |        |                                        | Predecessor |                                      | Successor |   |                                      | Predecessor |  
|--------------------------------------------------------------------------------- | -------------------------------------- | --------- | ------ | -------------------------------------- | ----------- | ------------------------------------ | --------- | - | ------------------------------------ | ----------- | -
|                                                                                  | Three
        MonthsEndedJune 30, 2004 |           |        | Three
        MonthsEndedJune 30, 2003 |             | Six
        MonthsEndedJune 30, 2004 |           |   | Six
        MonthsEndedJune 30, 2003 |            
|Operating
        Profit (Loss):                                                  |                                        |           |        |                                        |             |                                      |           |   |                                      |             |  
|Manufacturing                                                                     |                                        | $         | 4,555  |                                        |             | $                                    | 8,635     |   | $                                    | 15,686      |  
|Performance
        products                                                      |                                        |           | (564   | )                                      |             |                                      | 6,378     |   |                                      | 11,195      |  
|Corporate
        and other                                                       |                                        |           | (2,979 | )                                      |             |                                      | (3,982    | ) |                                      | (3,817      | )
|Consolidated                                                                      |                                        |           | 1,012  |                                        |             |                                      | 11,031    |   |                                      | 23,064      |  
|Interest
        expense                                                          |                                        |           | 2,686  |                                        |             |                                      | 345       |   |                                      | 7,125       |  
|Other
        (income) expense, net                                               |                                        |           | 473    |                                        |             |                                      | 21,663    |   |                                      | (1,245      | )
|Consolidated
        income (loss) from continuing operations before income taxes |                                        | $         | (2,147 | )                                      |             | $                                    | (10,977   | ) | $                                    | 17,184      |  



|                     |                                | Capital Expenditures |      
|-------------------- | ------------------------------ | -------------------- | -----
|                     |                                | Successor            |      
|                     | Three MonthsEndedJune 30, 2004 |                      |      
|Manufacturing        |                                | $                    | 1,462
|Performance products |                                |                      | 3,649
|Corporate and other  |                                |                      | 167  
|Consolidated         |                                | $                    | 5,278



|                     |                                | Depreciation and Amortization |       
|-------------------- | ------------------------------ | ----------------------------- | ------
|                     |                                | Successor                     |       
|                     | Three MonthsEndedJune 30, 2004 |                               |       
|Manufacturing        |                                | $                             | 6,626 
|Performance products |                                |                               | 4,511 
|Corporate and other  |                                |                               | 314   
|Consolidated         |                                | $                             | 11,451

-8-

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GENTEK INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Dollars in thousands, except per share data)(unaudited)



|                     |              | Identifiable AssetsSuccessor |                 
|-------------------- | ------------ | ---------------------------- | ----------------
|                     | June 30,2004 |                              | December 31,2003
|Manufacturing (1)    |              | $                            | 467,838         
|Performance products |              |                              | 296,964         
|Corporate and other  |              |                              | 43,598          
|Assets held for sale |              |                              |                
|Consolidated         |              | $                            | 808,400         

(1)Includes equity method investments of $20,166 and $20,387, respectively.

Note 9  Restructuring and Impairment Charges

During the second quarter of 2004, the Company initiated actions to close one facility in its manufacturing segment and one facility in its performance products segment. The Companys restructuring actions during 2003 consist of two plant closures in its performance products segment. The Company expects to substantially complete implementation of these restructuring actions by the end of 2004. The following tables summarize the Companys expected costs and accruals for these restructuring actions:



|                                                       |  | Manufacturing |       | PerformanceProducts |   | Total | 
|------------------------------------------------------ |  | ------------- | ----- | ------------------- | - | ----- | 
|Employee
        Termination Costs                     |  |               |       |                     |   |       | 
|Costs
        incurred in prior periods                |  | $             |      |                     | $ | 6,984 | 
|Costs
        incurred in current period               |  |               | 404   |                     |   | 1,981 | 
|Costs
        anticipated to be incurred in the future |  |               | 1,096 |                     |   | 634   | 
|Total
        costs expected to be incurred            |  | $             | 1,500 |                     | $ | 9,599 | 
|                                                       |  |               |       |                     |   |       | 
|Accrual
        balance at December 31, 2003           |  | $             |      |                     | $ | 2,697 | 
|Provisions                                             |  |               | 404   |                     |   | 851   | 
|Amounts
        paid                                   |  |               | 404   |                     |   | 1,680 | 
|Accrual
        balance at June 30, 2004               |  | $             |      |                     | $ | 1,868 | 

In the performance products segment, included in costs incurred in the current period, but not in provisions in the accrual roll forward, is $1,130 of contractual termination pension benefits, which have been restated in the pension liabililty.



|                                               |  | Manufacturing |     | PerformanceProducts |   | Total  | 
|---------------------------------------------- |  | ------------- | --- | ------------------- | - | ------ | 
|Facility Exit Costs                            |  |               |     |                     |   |        | 
|Costs incurred in prior periods                |  | $             |    |                     | $ | 8,140  | 
|Costs incurred in current period               |  |               | 103 |                     |   | 4,556  | 
|Costs anticipated to be incurred in the future |  |               | 366 |                     |   | 952    | 
|Total costs expected to be incurred            |  | $             | 469 |                     | $ | 13,648 | 
|                                               |  |               |     |                     |   |        | 
|Accrual balance at December 31, 2003           |  | $             |    |                     | $ | 5,651  | 
|Provisions                                     |  |               | 103 |                     |   | 4,556  | 
|Amounts paid                                   |  |               | 103 |                     |   | 6,960  | 
|Accrual balance at June 30, 2004               |  | $             |    |                     | $ | 3,247  | 

-9-

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GENTEK INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Dollars in thousands, except per share data)(unaudited)

The Companys restructuring programs initiated in prior years have been completed.

Note 10  Pension and Other Postretirement Benefits



|                               |  | Pension Benefits               |       
|------------------------------ |  | ------------------------------ | ------
|                               |  | Successor                      |       
|                               |  | Three MonthsEndedJune 30, 2004 |       
|Service cost                   |  | $                              | 504   
|Interest cost                  |  |                                | 3,285 
|Expected return on plan assets |  |                                | (3,022
|Amortization of net:           |  |                                |       
|Prior service cost             |  |                                |      
|Loss                           |  |                                |      
|Net periodic benefit cost      |  | $                              | 767   



|                                       |  | Other
        Postretirement Benefits  |      
|-------------------------------------- |  | -------------------------------------- | -----
|                                       |  | Successor                              |      
|                                       |  | Three
        MonthsEndedJune 30, 2004 |      
|Service
        cost                   |  | $                                      | 363  
|Interest
        cost                  |  |                                        | 1,090
|Expected
        return on plan assets |  |                                        |     
|Amortization
        of net:           |  |                                        |      
|Prior
        service cost             |  |                                        |     
|Loss                                   |  |                                        |     
|Net
        periodic benefit cost      |  | $                                      | 1,453

During the first quarter of 2004, the Company notified its employees that benefit accruals in defined benefit pension plans covering domestic salaried and certain hourly employees would be frozen effective April 1, 2004. This action resulted in a curtailment gain of $14,840. During the second quarter of 2004, the Company accrued $1,130 of contractual termination pension benefits, related to the closure of a plant, which was recorded as a component of restructuring and impairment charges. In addition, during the first quarter of 2003, the Company closed a facility, which resulted in a curtailment gain for a pension plan of $81, which was recorded as a component of reorganization items, net.

During the first half of 2004, the Company contributed $22,297 to its domestic pension plan trusts and does not expect to make additional contributions during the remainder of 2004.

-10-

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

Note 11  Contingencies

On April 30, 2004, the Company and Honeywell International Inc. entered into a settlement agreement relating to the Companys proposed rejection in the Companys bankruptcy proceedings of certain executory contracts dealing with environmental issues at sites formerly owned by Honeywells predecessor, along with certain other claims made by Honeywell. The settlement agreement provides, among other things, that the Company will transfer ownership of two sites to Honeywell in exchange for Honeywell assuming all environmental liabilities at these sites, along with any groundwater contamination at another site. In addition, Honeywell agreed to share with the Company the costs of certain environmental remediation at two other sites that will continue to be owned by GenTek. Accordingly, the Company recorded a receivable of $6,000, which represents amounts expected to be received over the next
several years from Honeywell in accordance with the cost sharing provisions of the agreement.

Note 12  Discontinued Operations

On
  March 25, 2004, the Company signed a definitive agreement to sell its KRONE
  communications business for $294 million in cash, subject to post-closing adjustments
  for certain cash and debt balances as of the closing date. The transaction was
  completed on May 18, 2004, and resulted in a gain of $186,101, net of a tax
  provision of $79,155 of which $3,600 represents the current or cash portion
  and $75,555 represents the deferred portion. The net gain is included in income
  from discontinued operations. The carrying amount as of December 31, 2003 of
  the major classes of assets and liabilities included in the transaction are
  as follows:



|Current assets                |  | $ | 156,619 | 
|----------------------------- |  | - | ------- | 
|Property, plant and equipment |  |   | 62,050  | 
|Other assets                  |  |   | 63,183  | 
|Current liabilities           |  |   | 77,508  | 
|Non-current liabilities       |  |   | 89,738  | 

The businesses included in discontinued operations had revenues of $47,062 and $76,419 and pretax profit of $4,825 and $2,920 for the three months ended June 30, 2004 and 2003, respectively, and revenues of $130,958 and $144,130 and pretax profit of $11,074 and $1,087 for the six months ended June 30, 2004 and 2003, respectively. The businesses were formerly reported as part of the communications segment, which is no longer a reportable segment as a result of the reclassification of this business to discontinued operations.

-11-

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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, 2003.

On October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries, including its Noma Company subsidiary (collectively, the Debtors), filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors joint plan of reorganization (the Plan) was confirmed on October 7, 2003 and became effective in accordance with its terms on November 10, 2003.

The consolidated financial statements have been prepared in accordance with Statement of Position 90-7 (SOP 90-7),Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,and on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. In connection with its emergence from bankruptcy on November 10, 2003, the Company has adopted fresh-start reporting in accordance with SOP 90-7. Accordingly, the Companys post-emergence financial statements (Successor) are not comparable with its pre-emergence financial statements (Predecessor).

On April 30, 2004, the Company and Honeywell International Inc. entered into a settlement agreement relating to the Companys proposed rejection in the Companys bankruptcy proceeding of certain executory contracts dealing with environmental issues at sites formerly owned by Honeywells predecessor, along with certain other claims made by Honeywell. The settlement agreement provides, among other things, that the Company will transfer ownership of two sites to Honeywell in exchange for Honeywell assuming all environmental liabilities at these sites, along with any groundwater contamination at another site. In addition, Honeywell agreed to share with the Company the costs of certain environmental remediation at two other sites that will continue to be owned by GenTek. The net impact of the settlement agreement was a credit to income of $7 million. In addition, the Company recorded employee
termination and facility exit costs of $3 million relating to one of the sites to be transferred to Honeywell.

On May 18, 2004 the Company sold its KRONE communications business to ADC Telecommunications, Inc. (ADC). Accordingly, the business has been classified as discontinued operations. The purchase price included $294 million in cash, subject to post-closing adjustments, and the assumption by ADC of approximately $56 million of pension and employee-related liabilities. The Company used the proceeds from this transaction to repay all of its outstanding indebtedness under its Senior Term Notes and Revolving Credit Facility as well as make the payments required by the contingent redemption feature of the Companys tranche A warrants.

On June 30, 2004, the Company acquired a wire harness and subassembly manufacturing facility located in Reynosa, Mexico from Whirlpool Corporation for $8.4 million, subject to post-closing adjustments. As part of the transaction, the Company entered into a seven year supply agreement to supply wire harnesses, panel assemblies, copper tubing and related components to Whirlpools North American appliance production facilities. The Company expects that this supply agreement will result in an increase of approximately $120 million in annual revenue. The Company expects that the addition of the Reynosa operation will be neutral to GenTeks net income and operating cash flow during the first year of operation,

-12-

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with the contribution to net income and operating cash flow expected to increase after the first year of transition. The results of operations of the facility will be included in the financial statements beginning July 1, 2004.

Results of Operations

The following table sets forth certain line items from our Consolidated Statements of Operations for the three and six month periods ended June 30, 2004 and 2003 and the corresponding percentage of net revenues for the relevant periods presented as a percentage of revenue for the periods indicated. As previously discussed, the Company emerged from Chapter 11 and adopted fresh start accounting on November 10, 2003.As a result of the application of fresh start accounting, the Successor Companys financial statements are not comparable with the Predecessor Companys financial statements.



|                                            |  | SuccessorCompany                |       | PredecessorCompany              |     | SuccessorCompany              |  | PredecessorCompany           
|------------------------------------------- |  | ------------------------------- | ----- | ------------------------------- | --- | ----------------------------- |  | -----------------------------
|                                            |  |                                 |       |                                 |     |                               |  |                              
|                                            |  | Three Months EndedJune 30, 2004 |       | Three Months EndedJune 30, 2003 |     | Six Months EndedJune 30, 2004 |  | Six Months EndedJune 30, 2003
|                                            |  |                                 |       |                                 |     |                               |  |                              
|                                            |  | (In millions)                  
|Net revenues                                |  | $                               | 201.6 |                                 | 100 | %                             |  | $                            
|Cost of sales                               |  |                                 | 172.3 |                                 | 86  |                               |  |                              
|Selling, general and administrative expense |  |                                 | 22.2  |                                 | 11  |                               |  |                              
|Restructuring and impairment charges        |  |                                 | 6.1   |                                 | 3   |                               |  |                              
|Pension curtailment gain                    |  |                                 |      |                                 |    |                               |  |                              
|                                            |  |                                 |       |                                 |     |                               |  |                              
|Operating profit (loss)                     |  |                                 | 1.0   |                                 |    |                               |  |                              
|Interest expense                            |  |                                 | 2.6   |                                 | 1   |                               |  |                              
|Interest income                             |  |                                 | 0.1   |                                 |    |                               |  |                              
|Reorganization items                        |  |                                 |      |                                 |    |                               |  |                              
|Other (income), net                         |  |                                 | 0.6   |                                 |    |                               |  |                              
|Income tax provision (benefit)              |  |                                 | (0.3  | )                               |    |                               |  |                              
|                                            |  |                                 |       |                                 |     |                               |  |                              
|Income (loss) from continuing operations    |  |                                 | (1.8  | )                               | (1  | )                             |  |                              
|Income from discontinued operations         |  |                                 | 186.9 |                                 | 93  |                               |  |                              
|                                            |  |                                 |       |                                 |     |                               |  |                              
|Net income                                  |  | $                               | 185.1 |                                 | 92  | %                             |  | $                            
|                                            |  |                                 |       |                                 |     |                               |  |                              

Three Months Ended June 30, 2004 Compared with Three Months Ended June 30, 2003

Net
  revenues for the three month period ended June 30, 2004 were $202 million as
  compared with $205 million for the prior period. This decrease reflects lower
  sales in the performance products segment and corporate and other, partially
  offset by higher sales in the manufacturing segment. The decrease in the performance
  products segment is due to lower sales in the Companys sulfuric acid and
  fine chemical product lines of $5 million and $6 million, respectively, reflecting
  the shutdown of the South Plant of the Companys Delaware Valley Works
  and restructuring of the North American sulfur derivatives business. This decrease
  was partially offset by higher sales of $2 million for the Companys water
  chemical product line, due principally to the impact of the pass through of
  higher raw material prices. The decrease in corporate and other is principally
  due to lower sales of the Companys printing plate product line of $2 million.
  The increase in revenues in the manufacturing segment resulted from

-13-

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higher sales to the
  industrial and automotive markets of $8 million and $1 million, respectively,
  partially offset by lower sales in the appliance and electronics market of $3
  million. The increase in revenues in the industrial market is principally due
  to the impact of the pass through of higher raw material prices for copper.
  The decrease in revenues in the appliance and electronics market reflects the
  impact of certain customers decisions to resource business away from the
  Company, primarily to competitors in the Far East.

Gross profit was $29 million for the three month period ended June 30, 2004 as compared with $34 million for the prior year period. This decrease is principally due to the impact of a charge of $8 million related to environmental matters and lower gross profit in the manufacturing segment of $3 million, partially offset by the favorable impact of the abovementioned Honeywell settlement of $7 million. The charge for environmental matters is related to incremental costs associated with the receipt of sampling results related to a corrective action program at one of the Companys performance products manufacturing facilities and incremental costs associated with the regulatory requirements of closing an impoundment unit at another one of the Companys performance products manufacturing facilities. The decrease in gross profit in the manufacturing segment is principally due to higher depreciation and
amortization expense of $2 million as a result of fresh start accounting and higher raw material costs.

Selling, general and administrative expense was $22 million for the three month period ended June 30, 2004, as compared with $23 million for the prior year period.

Restructuring and impairment charges of $6 million were recorded during the three month period ended June 30, 2004 for expenses related to the closure of four production facilities. There were no charges recorded during the second quarter of 2003.

Operating income was $1 million for the three month period ended June 30, 2004 as compared with $11 million for the prior year. This decrease was principally due to the restructuring and impairment charges recorded during the second quarter of 2004 and the abovementioned lower gross profit.

Interest expense was $2.7 million for the three month period ended June 30, 2004 as compared to $0.3 million for the prior year. Interest expense for the first quarter of 2004 consisted of interest expense on the Companys new Senior Term Notes and Revolving Credit Facility. During the first quarter of 2003 no interest expense was recorded on the Companys pre-petition senior credit facility and 11% Senior Subordinated Notes. The Company made adequate protection payments to its senior creditors prior to its emergence from bankruptcy which have been treated for accounting purposes as reductions in principal.

There were no reorganization items for the three month period ended June 30, 2004 as compared with $25 million of reorganization items for the second quarter of 2003. Reorganization items for the second quarter of 2003 include expenses associated with the Companys reorganization under Chapter 11 and include professional fees, employee retention costs and the write off of unamortized debt issuance costs.

Income
  from discontinued operations was $187 million for the three month period ended
  June 30, 2004 as compared with $3 million for the prior year. This increase
  is principally due to the gain related to the sale of the Companys communications
  business.

-14-

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Six Months Ended June 30, 2004 Compared with Six Months Ended June 30, 2003

Net
  revenues for the six months ended June 30, 2004 were $395 million as compared
  with $402 million for the six month period ended June 30, 2003. This decrease
  reflects lower sales in the performance products segment and corporate and other,
  partially offset by higher sales in the manufacturing segment. The decrease
  in the performance products segment is due to lower sales in the Companys
  sulfuric acid and fine chemical product lines of $9 million and $10 million,
  respectively, reflecting the shutdown of the South Plant of the Companys
  Delaware Valley Works and restructuring of the North American sulfur derivatives
  business. This decrease was partially offset by higher sales of $3 million for
  the Companys water chemical product line, due principally to the impact
  of the pass through of higher raw material prices. The decrease in corporate
  and other is principally due to lower sales of the Companys printing plate
  product line of $5 million. The increase in revenues in the manufacturing segment
  is the result of higher sales to the industrial and automotive markets of $14
  million and $4 million, respectively, partially offset by lower sales in the
  appliance and electronics market of $7 million. The increase in revenues in
  the industrial market is principally due to the impact of the pass through of
  higher raw material prices for copper as well as the impact of exchange rate
  fluctuations. The decrease in revenues in the appliance and electronics market
  reflects the impact of certain customers decisions to resource business
  away from the Company, primarily to competitors in the Far East.

Gross profit was $59 million for the six month period ended June 30, 2004 as compared with $62 million for the prior year period. This decrease is principally due to the impact of a charge of $8 million  related to environmental matters and lower gross profit in the manufacturing segment, partially offset by the favorable impact of the abovementioned Honeywell settlement of $7 million. The charge for environmental matters is related to incremental costs associated with the receipt of sampling results related to a corrective action program at one of the Companys performance products manufacturing facilities and incremental costs associated with the regulatory requirements of closing an impoundment unit at another one of the Companys performance products manufacturing facilities. The decrease in gross profit in the manufacturing segment is principally due to higher depreciation and amortization
expense of $4 million as a result of fresh start accounting and higher raw material costs. The lower gross profit in corporate and other reflects the impact of the abovementioned  lower sales volume. The increase in gross profit in the performance products segment is principally due to a $3 million loss contract accrual recorded during the first six months of 2003, and plant cost savings net of lost revenue of $2 million due to the closure of the South Plant of the Delaware Valley Works, partially offset by increased depreciation and amortization expense of $2 million as a result of fresh start accounting.

Selling, general and administrative expense was $44 million for the six month period ended June 30, 2004, which is comparable with the prior year level.

Restructuring and impairment charges were $7 million for the six month period ended June 30, 2004 as compared with charges of $25 million for the six month period ended June 30, 2003. The charges recorded during the six month period ended June 30, 2004 are associated with the closure of four production facilities. The charge for the six month period ended June 30, 2003 was recorded to reduce the carrying value of the fixed assets at the South Plant of the Companys Delaware Valley Works to estimated fair value, which was determined based upon a number of factors including an independent appraisal.

During the first quarter of 2004, the Company notified its employees that benefit accruals in defined benefit pension plans covering domestic salaried and certain hourly employees would be frozen effective April 1, 2004. As a result, a curtailment gain of approximately $15 million was recognized during the six month period ended June 30, 2004.

-15-

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Operating income was $23 million for the six month period ended June 30, 2004 as compared with an operating loss of $7 million for the prior year. This increase is principally due to the higher level of restructuring and impairment charges recorded during 2003, and the abovementioned pension curtailment gain.

Interest expense was $7 million for the six month period ended June 30, 2004 as compared to $0.4 million for the prior year period. Interest expense for the six month period ended June 30, 2004 consisted of interest expense on the Companys new Senior Term Notes and Revolving Credit Facility. During the six months ended June 30, 2003 no interest expense was recorded on the Companys pre-petition senior credit facility and 11% Senior Subordinated Notes. The Company made adequate protection payments to its senior creditors prior to its emergence from bankruptcy which have been treated for accounting purposes as reductions in principal.

There were no reorganization items for the six month period ended June 30, 2004 as compared with $34 million of reorganization items for the six months ended June 30, 2003. Reorganization items for the first six months of 2003 include expenses associated with the Companys reorganization under Chapter 11 and include professional fees, employee retention costs and the write-off of unamortized debt issuance costs.

Included in other (income)/expense, net for the six month period ended June 30, 2004 is a gain of $3 million from the sale of the Companys minority interest in its joint venture with Esseco S.P.A.

Results of Operations by Segment



|                             |  | SuccessorCompany                       |       |  | PredecessorCompany                     |   | SuccessorCompany                     |  |   | PredecessorCompany                   | 
|---------------------------- |  | -------------------------------------- | ----- |  | -------------------------------------- | - | ------------------------------------ |  | - | ------------------------------------ | 
|                             |  | Three
        MonthsEndedJune 30, 2004 |       |  | Three
        MonthsEndedJune 30, 2003 |   | Six
        MonthsEndedJune 30, 2004 |  |   | Six
        MonthsEndedJune 30, 2003 | 
|Net
        Revenues:        |  | (In
        millions)                  |      
|Manufacturing                |  | $                                      | 116.5 |  |                                        | $ | 109.8                                |  | $ | 230.5                                | 
|Performance
        products |  |                                        | 81.7  |  |                                        |   | 89.4                                 |  |   | 157.2                                | 
|Corporate
        and other  |  |                                        | 3.4   |  |                                        |   | 5.8                                  |  |   | 6.9                                  | 
|Total                        |  | $                                      | 201.6 |  |                                        | $ | 205.0                                |  | $ | 394.6                                | 



|                                 |  | SuccessorCompany                       |      |      | PredecessorCompany                     |   | SuccessorCompany                     |   |   | PredecessorCompany                   |     
|-------------------------------- |  | -------------------------------------- | ---- | ---- | -------------------------------------- | - | ------------------------------------ | - | - | ------------------------------------ | ----
|                                 |  | Three
        MonthsEndedJune 30, 2004 |      |      | Three
        MonthsEndedJune 30, 2003 |   | Six
        MonthsEndedJune 30, 2004 |   |   | Six
        MonthsEndedJune 30, 2003 |     
|Operating
        Profit (Loss): |  | (In
        millions)                  |     
|Manufacturing                    |  | $                                      | 4.6  | (1)  |                                        | $ | 8.6                                  |   | $ | 15.7                                 | (1) 
|Performance
        products     |  |                                        | (0.6 | )(2) |                                        |   | 6.4                                  |   |   | 11.2                                 | (2) 
|Corporate
        and other      |  |                                        | (3.0 | )    |                                        |   | (4.0                                 | ) |   | (3.8                                 | )(3)
|Total                            |  | $                                      | 1.0  |      |                                        | $ | 11.0                                 |   | $ | 23.1                                 |     
|                                 |  |                                        |      |      |                                        |   |                                      |   |   |                                      |     

| | (1) | Includes restructuring and impairment charges of $0.4 million and $0.5 million for the three and six month periods ended June 30, 2004, respectively. Includes a pension curtailment gain of $1.7 million for the six month period ended June 30, 2004.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes restructuring and impairment charges of $7.5 million, $8.3 million and $24.7 million for the three and six month periods ended June 30, 2004, and six month period ended June 30, 2003, respectively. Includes a pension curtailment gain of $11.7 million for the six month period ended June 30, 2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes a pension curtailment gain of $1.5 million.
| | --- | ----------------------------------------------------



-16-

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Three Months Ended June 30, 2004 Compared with Three Months Ended June 30, 2003

Manufacturing Segment

Net revenues for the manufacturing segment were $116 million for the three month period ended June 30, 2004 as compared with $110 million for the prior year period. This increase is principally due to higher sales to the industrial market of $8 million, partially offset by lower sales to the appliance and electronics market of $3 million. The increase in revenues in the industrial market is principally due to the impact of the pass through of higher raw material prices for copper. The decrease in revenues to the appliance and electronics market reflect the impact of certain customers decisions to resource business away from the Company, primarily to competitors in the Far East. Gross profit was $16 million for the three month period ended June 30, 2004, as compared with $19 million for the prior year period. This decrease is principally due to higher depreciation and amortization expense of $2
million as a result of fresh start accounting and higher raw material costs. Selling, general and administrative expense was $11 million for the three month period ended June 30, 2004 as compared with $10 million for the comparable prior year period. Restructuring and impairment charges were $0.4 million for the three month period ended June 30, 2004 as a result of the closure of one manufacturing facility as compared with no charges being recorded during the comparable prior year period. Operating income for the three month period ended June 30, 2004 was $5 million as compared to $9 million for the prior year period. This decrease is principally due to the abovementioned decrease in gross profit and higher selling, general and administrative expense.

PerformanceProductsSegment

Net revenues for the performance products segment were $82 million for the three month period ended June 30, 2004 as compared with $89 million for the prior year period. This decrease was principally driven by lower sales for the Companys sulfuric acid product and fine chemical product lines of $5 million and $6 million, respectively, reflecting the shutdown of the South Plant of the Companys Delaware Valley Works and restructuring of the North American sulfur derivatives business. This decrease was partially offset by higher sales of $2 million for the Companys water chemical product line, due principally to the impact of the pass through of higher raw material prices. Gross profit was $13 million for the three month period ended June 30, 2004 as compared with $15 million for the prior year period. This decrease was principally due to the impact of a charge of $7 million related to
environmental matters, and higher depreciation and amortization expense of $1 million principally related to fresh start accounting, partially offset by the favorable impact of the abovementioned Honeywell settlement of $7 million. The charge for environmental matters is related to incremental costs associated with the receipt of sampling results related to a corrective action program at one of the Companys manufacturing facilities and incremental costs associated with the regulatory requirements of closing an impoundment unit at another one of the Companys manufacturing facilities. Selling, general and administrative expense was $8 million for the three month period ended June 30, 2004, which was comparable with the prior year level. Restructuring charges were $5 million for the three month period ended June 30, 2004 due to the closure of three manufacturing facilities as compared to no charges being recorded during the comparable prior year period. The operating loss for
the three month period ended June 30, 2004 was $1 million as compared to operating income of $6 million for the prior year. This decrease is principally due to the restructuring charges recorded in 2004 and the abovementioned lower gross profit.

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Six Months Ended June 30, 2004 Compared with Six Months Ended June 30, 2003

ManufacturingSegment

Net revenues were $230 million for the six month period ended June 30, 2004 as compared with $219 million for the prior year period. This increase is principally due to higher sales in the industrial and automotive markets of $13 million and $4 million respectively, partially offset by lower sales in the appliance and electronics market of $7 million. The increase in revenues in the industrial market is principally due to the impact of the pass through of higher raw material prices for copper as well as the impact of exchange rate fluctuations. The increase in the automotive segment is the result of higher volumes partially offset by less favorable pricing. The decrease in revenues in the appliance and electronics market reflects the impact of certain customers decisions to resource business away from the Company, primarily to competitors in the Far East. Gross profit was $35 million for the six
month period ended June 30, 2004 as compared with $37 million for the prior period. The decrease is principally due to increased depreciation and amortization expense of $4 million as a result of fresh start accounting. Selling, general and administrative expense was $20 million for the six month period ended June 30, 2004, which is comparable with the prior year level. Restructuring and impairment charges were $1 million for the six month period ended June 30, 2004 as compared with no charges being recorded during the comparable prior year period. Operating income for the six month period ended June 30, 2004 was $16 million as compared with $18 million for the comparable prior year period. This decrease is the result of the abovementioned lower gross margin and higher restructuring and impairment charges, partially offset by a $2 million pension curtailment gain recorded in the first quarter of 2004.

PerformanceProductsSegment

Net revenues were $157 million for the six month period ended June 30, 2004 as compared with $171 million for the comparable prior year period. This decrease was principally the result of lower sales for the Companys sulfuric acid and fine chemical product lines of $9 million and $10 million respectively, reflecting the shutdown of the South Plant of the Companys Delaware Valley Works and restructuring of the North American Sulfur derivatives business. This decrease was partially offset by higher sales of $3 million for the Companys Water Chemical product line, due principally to the impact of the pass through of higher raw material prices to our customers. Gross profit was $24 million for the six month period ended June 30, 2004 as compared with $23 million for the prior period. This increase is principally due to the favorable impact of the abovementioned Honeywell settlement of $7
million, a $2 million loss contract accrual recorded during the first six months of 2003, and plant cost savings net of lost revenue of $3 million due to the closure of the South Plant of the Delaware Valley Works, partially offset by an $8 million charge for environmental matters and increased depreciation and amortization expense of $2 million as a result of fresh start accounting. The charge for environmental matters is related to incremental costs associated with the receipt of sampling results related to a corrective action program at one of the Companys manufacturing facilities and incremental costs associated with the regulatory requirements of closing an impoundment unit at another one of the Companys manufacturing facilities. Selling, general and administrative expense was $17 million for the six month period ended June 30, 2004, which was comparable with the prior year level. Restructuring and impairment charges were $7 million for the six month period ended June
30, 2004 as a result of the closure of three manufacturing facilities as compared with a $25 million charge recorded during the six month period ended June 30, 2003 to reduce the carrying value of the fixed assets at the South Plant of the Companys Delaware Valley Works to estimated fair value, which was determined based upon a number of factors including an independent appraisal. Operating income was $11 million for the six month period ended June 30, 2004 as compared with an operating loss of $19 million for the comparable prior year period.

-18-

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This increase is principally due to the lower level of restructuring and impairment charges, a $12 million pension curtailment gain recorded in 2004 and the abovementioned higher gross profit.

FinancialCondition,LiquidityandCapitalResources

Cash and cash equivalents were $39 million at June 30, 2004 compared with $27 million at December 31, 2003. The increase in cash is the result of net proceeds from the sale of assets of $297 million and cash used for operating activities of $11 million, which was used to repay debt of $250 million, make business acquisitions of $4 million, make payments to the Tranche A warrant holders of $8 million and make capital expenditures of $11 million. Cash used for operating activities includes contributions made to domestic pension plans of $22 million.

The Company had working capital of $145 million at June 30, 2004 as compared with working capital of $93 million at December 31, 2003. This increase in working capital principally reflects higher cash, accounts receivable and inventory balances partially offset by higher accounts payable.

Cash payments for employee termination costs and facility exit costs totaled $8 million in the six months ended June 30, 2004. Management expects that additional cash outlays of approximately $8 million for employee termination costs and facility exit costs will be substantially completed by the middle of 2005. Management intends to fund these cash outlays from existing cash balances and cash flow generated by operations.

On November 10, 2003, GenTek, substantially all of GenTeks domestic subsidiaries, and Noma Company (collectively, the Borrowers) entered into a $125 million Revolving Credit Facility, as amended through June 30, 2004, which matures on November 10, 2008. The facility includes a letter of credit sub-limit of $60 million. The facility is secured by a first priority lien on substantially all of the assets of the Borrowers and 65 percent of the stock of first-tier foreign subsidiaries. The facility bears interest at variable rates based on a base rate or LIBOR plus an applicable margin. The current margins are 1.5 percent for base rate borrowings and 2.5 percent for LIBOR borrowings. The margins are subject to periodic adjustment based upon the financial performance of the Company. The facility contains debt covenants which impose certain restrictions on the Companys ability to, among
other things, incur additional debt, pay dividends, make investments or sell assets. Additionally, certain asset sale proceeds must be used to repay indebtedness.

In addition, on November 10, 2003, the Company issued $250 million under the Senior Term Loan Credit Agreement. In conjunction with the sale of the KRONE communications business, all amounts outstanding were repaid and the agreement was terminated.

During the first half of 2004, the Company contributed $22 million to its domestic pension plan trusts, which is in excess of required contribution amounts, and does not expect to make additional contributions during the remainder of the year. Under current assumptions, this accelerated funding will substantially reduce the amount of any cash contributions the Company is required to make during 2005.

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

During the first half of 2004, the Company made $11 million of capital expenditures in its continuing operations and expects to make approximately $25 million during the remainder of the year.

-19-

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Management believes that the Companys cash flow from operations and availability under its revolving credit facility will be sufficient to cover future debt service requirements, capital expenditures, and working capital requirements during 2004.

ContractualObligations

In conjunction with the sale of the KRONE communications business, $250 million of Senior Term Notes were paid in full and the agreement was terminated. This amount was included under long-term debt, with payments due in 2008.

RecentAccountingPronouncements

In May 2004, the FASB issued Staff Position No. FAS 106-2,Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003(FSP). The act, signed into law December 2003, introduces a prescription drug benefit under Medicare as well as a federal subsidy, under certain conditions, to sponsors of retiree health care benefit plans. The FSP is effective for the first interim period beginning after June 15, 2004. The Company has not yet determined what the effect of this FSP will be on its financial statements.

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.

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

Item
  4.Controls and Procedures.

(a) Disclosure Controls and Procedures. The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective at the reasonable assurance level in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

-20-

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

-21-

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PART II.OTHER INFORMATION

Item
  1.Legal Proceedings.

Richmond Litigation

Prior to October 2002, lawyers claiming to represent more than 47,000 persons filed approximately 24 lawsuits in several counties in California state court (Alameda, Contra Costa, San Francisco superior courts), making claims against General Chemical Corporation and, in some cases, a third party arising out of May 1, 2001 and/or November 29, 2001 releases of sulfur dioxide and/or sulfur trioxide from the Companys Richmond, California sulfuric acid facility.

The first case was filed in 2001 and subsequent cases were filed from March through July 2002. On May 1, 2002, a class action lawsuit arising out of the same facts was also filed. The lawsuits claim various damages for alleged injuries, including, without limitation, claims for personal injury, emotional distress, medical monitoring, nuisance, loss of consortium and punitive damages. The Company filed a petition for coordination to consolidate the state court cases before a single judge. The petition for coordination has now been granted and a follow-on petition to add additional cases to the coordinated proceedings has been orally granted. The state court cases were stayed as a result of the Filing. Approximately 73,000 proofs of claim were submitted in the bankruptcy proceedings on behalf of the Richmond claimants, seeking damages for the May 1, 2001 and/or November 29, 2001 releases. A preliminary
review of the claimant list indicates that the claimants include most of the plaintiffs in the state court cases, plus several thousand duplicates and some additional claimants. In addition, one class proof of claim was submitted. A motion for class certification was filed but the motion was later withdrawn subject to being re-filed in state court. The Company filed a motion to lift the automatic stay and discharge injunction to allow liquidation of the claims to proceed in California State Court. That motion was granted upon stipulation of the parties, and the action is proceeding in California State Court.

In June, 2004, the plaintiffs filed a Master Complaint that is intended to supersede the prior pleadings on behalf of individual plaintiffs. The Master Complaint seeks damages and other remedies arising out of the May 1, 2001 and November 29, 2001 releases based upon causes of action, among others, for negligence, Business and Professions Code Section 17200, nuisance and trespass. The Master Complaint also names Latona Associates, Matthew Friel (GenTeks Chief Financial Officer) and Paul Montrone (a former director and shareholder of GenTek) as defendants. The class action complaint was also amended in June 2004 to add these additional defendants. The Companys responsive pleadings are due September 1, 2004. The state court has entered several case management orders for the first phase of the cases, including the requirement that plaintiffs complete questionnaires regarding their claims by
September 10, 2004. No trial date has been set.

Any recovery by the plaintiffs in these lawsuits will be limited as provided in the Plan. Pursuant to the terms of the Plan, GenTek could be required to issue new shares of common stock and Tranche A, B and C Warrants in accordance with the terms of the Plan to the extent insurance is not available to cover any allowed amount of such claim.

Avtex Site at Front Royal, Virginia and Delaware Valley Facility

On March 22, 1990, the Environmental Protection Agency (the EPA) issued to the Company a Notice of Potential Liability pursuant to Section 107(a) of CERCLA with respect to a site located in Front Royal, Virginia, owned at the time by Avtex Fibers Front Royal, Inc., which has filed for bankruptcy. A sulfuric acid plant adjacent to the main Avtex site was previously owned and operated by the Company.

-22-

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On September 30, 1998, the EPA issued an administrative order under Section 106 of CERCLA, which requires The General Chemical Group Inc. (whose obligations the Company assumed in connection with the spinoff), AlliedSignal Inc. (now Honeywell) and Avtex to undertake certain removal actions at the acid plant. On October 19, 1998, the Company delivered to the EPA written notice of its intention to comply with that order, subject to numerous defenses. The requirements of the order include preparation of a study to determine the extent of any contamination at the acid plant site.

On September 7, 2000, the U.S. Environmental Protection Agency issued to the Company an Initial Administrative Order (an IAO) pursuant to Section 3008(h) of the Resource Conservation and Recovery Act (RCRA), which requires that the Company conduct an environmental investigation of certain portions of the Companys Delaware Valley facility (the Facility) and, if necessary, propose and implement corrective measures to address any historical environmental contamination at the Facility. The Company is working cooperatively with the EPA and Honeywell Inc. (formerly AlliedSignal Inc.), prior owner of the Facility and current owner of a plant adjacent to the Facility, to implement the actions required under the IAO.

On April 30, 2004, the Company and Honeywell International Inc. entered into a settlement agreement relating to the Companys proposed rejection in the Companys bankruptcy proceeding of certain executory contracts dealing with environmental issues at the Avtex site and the Facility. Under the terms of the settlement agreement, Honeywell agreed to purchase the Avtex site from the Company and assume substantially all environmental liabilities associated with the Avtex site. In addition, the settlement agreement provides that Honeywell will purchase a portion of the Facility upon its closure in January, 2005, and assume substantially all environmental liabilities associated with the portion of the Facility it purchases. Finally, Honeywell has agreed to assume responsibility for certain environmental obligations relating to groundwater contamination at the portion of the Facility that will continue
to be owned by the Company.

Item
  2.Changes in 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 12, 2004, the Company held its annual meeting of stockholders at 200 Galleria Officentre #200, Southfield, Michigan 48034.

Proxies for the meeting were solicited on behalf of the Board of Directors of the Company pursuant to Regulation 14A of the General Rules and Regulations of the Commission. There was no solicitation in opposition to the Board of Directors nominees for election as directors as listed in the Proxy Statement, and the nominees were elected.

The stockholders voted, in person or by proxy, on: (i) proposal to elect two Class I directors to serve until the 2007 annual meeting of stockholders or until their respective successors are elected and duly qualified; and (ii) a proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for the Company for fiscal year 2004.

The results of the voting are shown below:

-23-

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Proposal 1:  Election of Directors

|Name                    |  | For       |  | Withheld Vote
|----------------------- |  | --------- |  | -------------
|                        |  |           |  |              
|Dugald K. Campbell      |  | 7,932,327 |  | 0            
|William E. Redmond, Jr. |  | 7,932,327 |  | 0            

Proposal 2:  Approval of Independent Auditors.



|For:             |  | 7,932,327
|---------------- |  | ---------
|Against:         |  | 0        
|Abstain:         |  | 0        
|Broker Non-vote: |  | 0        

Item
  5.Other Information.

NONE

Item
  6.Exhibits and Reports
  on Form 8-K.

| | (a) | Exhibits:
| | --- | ---------

| | 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 |  | Second Amended and Restated Certificate of Incorporation of GenTek Inc., effective as of November 7, 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).                                                                                                                            
| | 3.2 |  | Amended and Restated By-Laws of GenTek Inc., effective 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).                                                                                                                                                       

-24-

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| | 4.1  |  | GenTek Inc. Tranche A Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                     
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.2  |  | GenTek Inc. Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                     
| | 4.3  |  | 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 |  | Credit Agreement among GenTek Inc., Noma Company and the domestic subsidiaries of GenTek Inc. from time to time party hereto and Bank of America, N.A. as the Agent, and Banc of America Securities LLC as sole Syndication Agent, Book Runner and Lead Arranger, dated as of November 10, 2003 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).
| | 10.3 |  | Security Agreement among GenTek Inc. and certain of its subsidiaries and Bank of America, N.A. in its capacity as agent for the financial institutions from time to time party to the Credit Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).                                                          
| | 10.4 |  | Pledge Agreement among GenTek Inc. and certain of its subsidiaries and Bank of America, N.A. in its capacity as agent for the financial institutions from time to time party to the Credit Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).                                                            
| | 10.5 |  | Intercreditor Agreement among Bank of America, N.A., as Senior Agent, BNY Asset Solutions LLC, as Junior Agent, GenTek Inc. and each subsidiary of GenTek party hereto, dated as of November 10, 2003 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).                                                                                          
| | 10.6 |  | Amendment No. 2 to Credit Agreement, dated as of May 14, 2004, to that certain credit agreement among GenTek Inc., Noma Company and the domestic subsidiaries of GenTek Inc. from time to time party hereto and Bank of America, N.A. as the Agent, and Banc of America Securities LLC as sole Syndication Agent, Book Runner and Lead Arranger, dated as of November 10, 2003.                                                          

-25-

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| | 10.7  |  | Amendment No. 3 to Credit Agreement, dated as of June 30, 2004, to that certain credit agreement among GenTek Inc., Noma Company and the domestic subsidiaries of GenTek Inc. from time to time party hereto and Bank of America, N.A. as the Agent, and Banc of America Securities LLC as sole Syndication Agent, Book Runner and Lead Arranger, dated as of November 10, 2003.
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.8  |  | 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).                                                                                                                                                                              
| | 10.9  |  | 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).                                                                                                                                                                                     
| | 10.10 |  | 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).                                                                                                                                                                                                      
| | 10.11 |  | 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).                                                                                                                                                                              
| | 10.12 |  | 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).                                                                                                                        
| | 10.13 |  | Share Purchase Agreement by and among ADC Telecommunications Inc., Krone International Holding Inc., Krone Digital Communications Inc., GenTek Holding Corporation, and GenTek Inc., dated March 25, 2004 (incorporated by reference to Exhibit 10.14 of the Registrants Form 10-Q for the period ended March 31, 2004, as filed with Securities and Exchange Commission).     
| | 10.14 |  | Employment Agreement with Richard R. Russell.                                                                                                                                                                                                                                                                                                                                   
| | 10.15 |  | Form of Director Restricted Stock Agreement.                                                                                                                                                                                                                                                                                                                                    
| | 10.16 |  | Form of Emergence Shares Restricted Stock Agreement.                                                                                                                                                                                                                                                                                                                            
| | 10.17 |  | Form of Restricted Stock Agreement.                                                                                                                                                                                                                                                                                                                                             
| | 10.18 |  | Form of Stock Option Agreement.                                                                                                                                                                                                                                                                                                                                                 
| | 10.19 |  | Form of Performance Cash Award Agreement.                                                                                                                                                                                                                                                                                                                                       
| | 31.1  |  | GenTek Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                      

-26-

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| | 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.

| | (b) | Reports
        on Form 8-K:
| | --- | ----------------------------

| | Form
        8-K filed with the Securities and Exchange Commission dated April 30,
        2004, with respect to a press release announcing the Companys filing
        of an amendment to the shelf registration statement required by its registration
        rights agreement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Form
        8-K filed with the Securities and Exchange Commission dated May 18, 2004,
        with respect to the Companys announcement of its earnings for the
        first quarter of 2004.                                                                                   
| | Form
        8-K filed with the Securities and Exchange Commission dated May 19, 2004,
        with respect to the Companys announcement that it completed the
        sale of its Krone communications business to ADC Telecommunications, Inc.                                  
| | Form
        8-K filed with the Securities and Exchange Commission dated June 2, 2004,
        with respect to furnishing proforma financial information reflecting the
        sale of the Krone communications business.                                                         









-27-

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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 16, 2004 |  |                                                                                                  
|     |                 |  |                                                                                                  
|     |                 |  | Richard R. RussellPresident and Chief Executive Officer(Principal Executive Officer) and Director



|     |                 |  |                                                                                                       
|---- | --------------- |  | ------------------------------------------------------------------------------------------------------
|Date | August 16, 2004 |  |                                                                                                       
|     |                 |  |                                                                                                       
|     |                 |  | Matthew R. FrielVice President and Chief Financial Officer(Principal Financial and Accounting Officer)

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