---

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


|           |                                                         
|---------- | --------------------------------------------------------
|(Mark One) |                                                         
|           |                                                         
|x          | QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d)            
|           | OF
  THE SECURITIES EXCHANGE ACT OF 1934                
|           | For the quarterly period ended September 30, 2006       
|           | OR                                                      
|o          | TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d)     
|           | OF
  THE SECURITIES EXCHANGE ACT OF 1934                
|           |                                                         
|           | For
  the transition period from ________ to ________   
|           |                                                         
|           | Commission
  File Number 001-14789                      
|           |                                                         
|           | GENTEK INC.                                             
|           | (Exact
  name of registrant as specified in its charter)

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

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

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

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

|                           |                    |                       
|-------------------------- | ------------------ | ----------------------
|Large
  Accelerated Filero | Accelerated Filerx | Non-accelerated filero

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

YesoNox


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.              
                           
                           
                           
                           
                   
                     

YesxNoo

The number of outstanding shares of the Registrants Common
  Stock as of October 31, 2006 was 10,323,399.

---

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GENTEK INC.

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

INDEX

|                                                                                                  |  |         
|------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                  |  | Page No.
|                                                                                                  |  |         
|PART I.
  FINANCIAL INFORMATION:                                                                  |  |         
|                                                                                                  |  |         
|Item 1. Financial
Statements                                                                      |  |         
|                                                                                                  |  |         
|Consolidated Statements of
Operations  Three and
  Nine Months Ended September 30, 2006 and 2005 |  | 1       
|                                                                                                  |  |         
|Consolidated Balance Sheets 
September 30, 2006 and
  December 31, 2005                          |  | 2       
|                                                                                                  |  |         
|Consolidated Statements of Cash
Flows  Nine Months
  Ended September 30, 2006 and 2005           |  | 3-4     
|                                                                                                  |  |         
|Consolidated Statement of Changes
in Equity  Nine
  Months Ended September 30, 2006              |  | 5       
|                                                                                                  |  |         
|Notes to the Consolidated
Financial Statements                                                    |  | 6-15    
|                                                                                                  |  |         
|Item 2. Managements
Discussion and Analysis of
  Financial Condition and Results of Operations   |  | 16-22   
|                                                                                                  |  |         
|Item 3. Quantitative and
Qualitative Disclosures
  About Market Risk                              |  | 22-23   
|                                                                                                  |  |         
|Item 4. Controls and
Procedures                                                                   |  | 23      
|                                                                                                  |  |         
|PART II.
  OTHER INFORMATION:                                                                     |  |         
|                                                                                                  |  |         
|Item 1. Legal
Proceedings                                                                         |  | 24      
|                                                                                                  |  |         
|Item 1A. Risk Factors                                                                             |  | 24      
|                                                                                                  |  |         
|Item 2. Unregistered Sales of
Equity Securities and
  Use of Proceeds                             |  | 24      
|                                                                                                  |  |         
|Item 3. Defaults Upon Senior
Securities                                                           |  | 24      
|                                                                                                  |  |         
|Item 4. Submission of Matters to a
Vote of Security
  Holders                                     |  | 24      
|                                                                                                  |  |         
|Item 5. Other
Information                                                                         |  | 24      
|                                                                                                  |  |         
|Item 6. Exhibits                                                                                  |  | 24-28   
|                                                                                                  |  |         
|SIGNATURES                                                                                        |  | 29      

---



PART I.  FINANCIAL INFORMATION

Item 1.  Financial
Statements.

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

|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | -------------------------------- | - | ------- | - | ---- | ------- | - | - | ------- | -
|                                                                                                                     |  | Three
  Months EndedSeptember 30, |         | Nine
  Months EndedSeptember 30, |  
|                                                                                                                     |  |                                   |         |                                  |  
|                                                                                                                     |  | 2006                              |         | 2005                             |   | 2006    |   | 2005 |        
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |        
|Net revenues                                                                                                         |  | $                                 | 224,956 |                                  | $ | 209,082 |   | $    | 662,799 |   | $ | 611,524 |  
|Cost of sales                                                                                                        |  |                                   | 195,505 |                                  |   | 180,818 |   |      | 571,070 |   |   | 524,709 |  
|Selling, general and administrative expense                                                                          |  |                                   | 15,259  |                                  |   | 17,129  |   |      | 46,115  |   |   | 54,072  |  
|Restructuring and impairment charges                                                                                 |  |                                   | 1,642   |                                  |   | 3,133   |   |      | 3,772   |   |   | 7,527   |  
|Pension curtailment and settlement (gains) losses                                                                    |  |                                   |        |                                  |   | 626     |   |      | (635    | ) |   | 626     |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Operating profit                                                                                                     |  |                                   | 12,550  |                                  |   | 7,376   |   |      | 42,477  |   |   | 24,590  |  
|Interest expense                                                                                                     |  |                                   | 7,827   |                                  |   | 7,952   |   |      | 27,324  |   |   | 20,767  |  
|Interest income                                                                                                      |  |                                   | 259     |                                  |   | 211     |   |      | 705     |   |   | 408     |  
|Other (income) expense, net                                                                                          |  |                                   | (352    | )                                |   | (3,749  | ) |      | (1,672  | ) |   | (2,281  | )
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from continuing operations before income
taxes                                                                |  |                                   | 5,334   |                                  |   | 3,384   |   |      | 17,530  |   |   | 6,512   |  
|Income tax provision                                                                                                 |  |                                   | 2,188   |                                  |   | 1,868   |   |      | 5,644   |   |   | 3,495   |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from continuing operations                                                                                    |  |                                   | 3,146   |                                  |   | 1,516   |   |      | 11,886  |   |   | 3,017   |  
|Loss from discontinued operations (net of tax provision (benefit) of
  $(39), $219, $(316) and $(867), respectively) |  |                                   | (264    | )                                |   | (181    | ) |      | (1,464  | ) |   | (1,733  | )
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Net income                                                                                                           |  | $                                 | 2,882   |                                  | $ | 1,335   |   | $    | 10,422  |   | $ | 1,284   |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income (loss) per common share  basic:                                                                              |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from continuing operations                                                                                    |  | $                                 | 0.31    |                                  | $ | 0.15    |   | $    | 1.17    |   | $ | 0.30    |  
|Loss from discontinued operations                                                                                    |  |                                   | (0.03   | )                                |   | (0.02   | ) |      | (0.14   | ) |   | (0.17   | )
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Net income                                                                                                           |  | $                                 | 0.28    |                                  | $ | 0.13    |   | $    | 1.03    |   | $ | 0.13    |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income (loss) per common share  assuming dilution:                                                                  |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from continuing operations                                                                                    |  | $                                 | 0.28    |                                  | $ | 0.15    |   | $    | 1.10    |   | $ | 0.30    |  
|Loss from discontinued operations                                                                                    |  |                                   | (0.02   | )                                |   | (0.02   | ) |      | (0.14   | ) |   | (0.17   | )
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Net income                                                                                                           |  | $                                 | 0.26    |                                  | $ | 0.13    |   | $    | 0.96    |   | $ | 0.13    |  
|                                                                                                                     |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  

See the accompanying notes to the consolidated financial statements.

-1-

---



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

|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------- | ------- | ------------------ | - | ------- | -
|                                                                                                                                                                   |  | September
  30,2006 |         | December
  31,2005 |  
|                                                                                                                                                                   |  |                     |         |                    |  
|ASSETS                                                                                                                                                             |  |                     |         |                    |   |         |  
|Current assets:                                                                                                                                                    |  |                     |         |                    |   |         |  
|Cash and cash equivalents                                                                                                                                          |  | $                   | 5,481   |                    | $ | 12,294  |  
|Receivables, net                                                                                                                                                   |  |                     | 139,635 |                    |   | 124,848 |  
|Inventories                                                                                                                                                        |  |                     | 92,847  |                    |   | 66,577  |  
|Deferred income taxes                                                                                                                                              |  |                     | 28,012  |                    |   | 32,623  |  
|Assets held for sale                                                                                                                                               |  |                     | 1,563   |                    |   | 29,777  |  
|Other current assets                                                                                                                                               |  |                     | 6,697   |                    |   | 10,723  |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Total current assets                                                                                                                                               |  |                     | 274,235 |                    |   | 276,842 |  
|Property, plant and equipment, net                                                                                                                                 |  |                     | 261,182 |                    |   | 249,459 |  
|Goodwill                                                                                                                                                           |  |                     | 156,321 |                    |   | 154,406 |  
|Intangible assets, net                                                                                                                                             |  |                     | 63,591  |                    |   | 63,835  |  
|Deferred income taxes                                                                                                                                              |  |                     | 1,473   |                    |   | 220     |  
|Other assets                                                                                                                                                       |  |                     | 10,102  |                    |   | 13,050  |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Total assets                                                                                                                                                       |  | $                   | 766,904 |                    | $ | 757,812 |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|                                                                                                                                                                  
|LIABILITIES
  AND EQUITY                                                                                                                                           |  |                     |         |                    |   |         |  
|Current liabilities:                                                                                                                                               |  |                     |         |                    |   |         |  
|Accounts payable                                                                                                                                                   |  | $                   | 74,690  |                    | $ | 59,647  |  
|Accrued liabilities                                                                                                                                                |  |                     | 65,281  |                    |   | 64,539  |  
|Current portion of long-term debt                                                                                                                                  |  |                     | 4,473   |                    |   | 4,257   |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Total current liabilities                                                                                                                                          |  |                     | 144,444 |                    |   | 128,443 |  
|Long-term debt                                                                                                                                                     |  |                     | 347,620 |                    |   | 357,475 |  
|Pension and postretirement obligations                                                                                                                             |  |                     | 103,165 |                    |   | 107,887 |  
|Other liabilities                                                                                                                                                  |  |                     | 73,163  |                    |   | 78,632  |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Total liabilities                                                                                                                                                  |  |                     | 668,392 |                    |   | 672,437 |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Equity:                                                                                                                                                            |  |                     |         |                    |   |         |  
|Preferred Stock, $.01 par value; authorized:
10,000,000 shares; none
  issued or outstanding                                                                       |  |                     |        |                    |   |        |  
|Common Stock, no par value; authorized: 100,000,000
shares; issued:
  10,330,083 and 10,194,571 shares at September 30, 2006 and December 31, 2005,
  respectively |  |                     | 82,594  |                    |   | 81,395  |  
|Unearned compensation                                                                                                                                              |  |                     |        |                    |   | (859    | )
|Warrants                                                                                                                                                           |  |                     | 8,355   |                    |   | 8,361   |  
|Accumulated other comprehensive loss                                                                                                                               |  |                     | (3,026  | )                  |   | (3,861  | )
|Retained earnings                                                                                                                                                  |  |                     | 10,847  |                    |   | 425     |  
|Treasury stock, at cost: 11,694 and 5,191 shares at
September 30,
  2006 and December 31, 2005, respectively                                                       |  |                     | (258    | )                  |   | (86     | )
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Total equity                                                                                                                                                       |  |                     | 98,512  |                    |   | 85,375  |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  
|Total liabilities and equity                                                                                                                                       |  | $                   | 766,904 |                    | $ | 757,812 |  
|                                                                                                                                                                   |  |                     |         |                    |   |         |  

See the accompanying notes to the consolidated financial statements.

-2-

---



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

|                                                                                 |  |                                     |         |      |   |          |  
|-------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | ---- | - | -------- | -
|                                                                                 |  | Nine
  Months Ended
  September 30, |        
|                                                                                 |  |                                     |        
|                                                                                 |  | 2006                                |         | 2005 |  
|                                                                                 |  |                                     |         |      |  
|Cash flows from operating
  activities:                                          |  |                                     |         |      |   |          |  
|Net income                                                                       |  | $                                   | 10,422  |      | $ | 1,284    |  
|Adjustments to reconcile net income to net cash
used for operating
  activities: |  |                                     |         |      |   |          |  
|Discontinued operations                                                          |  |                                     | 1,464   |      |   | 1,733    |  
|Pension curtailment gains                                                        |  |                                     | (635    | )    |   |         |  
|Depreciation and amortization                                                    |  |                                     | 30,339  |      |   | 32,139   |  
|Asset impairment charge                                                          |  |                                     | 503     |      |   | 1,400    |  
|Net gain on disposition of long-term
assets                                      |  |                                     | (81     | )    |   | (1,381   | )
|Long-term incentive plan costs, net                                              |  |                                     | 1,220   |      |   | 1,001    |  
|Excess tax benefit from stock option
exercises                                   |  |                                     | (192    | )    |   |         |  
|Increase in receivables                                                          |  |                                     | (21,319 | )    |   | (17,350  | )
|Increase in inventories                                                          |  |                                     | (17,325 | )    |   | (3,420   | )
|(Increase) decrease in deferred tax
assets                                       |  |                                     | 3,930   |      |   | (131     | )
|Increase in accounts payable                                                     |  |                                     | 13,446  |      |   | 7,802    |  
|Increase in accrued liabilities                                                  |  |                                     | 4,453   |      |   | 1,281    |  
|Decrease in other liabilities and assets,
net                                    |  |                                     | (9,010  | )    |   | (36,612  | )
|                                                                                 |  |                                     |         |      |   |          |  
|Net
  cash provided by (used for) continuing operations                          |  |                                     | 17,215  |      |   | (12,254  | )
|Net
  cash provided by discontinued operations                                   |  |                                     | 8,613   |      |   | 227      |  
|                                                                                 |  |                                     |         |      |   |          |  
|Net
  cash provided by (used for) operating activities                           |  |                                     | 25,828  |      |   | (12,027  | )
|                                                                                 |  |                                     |         |      |   |          |  
|Cash flows from investing
  activities:                                          |  |                                     |         |      |   |          |  
|Capital expenditures                                                             |  |                                     | (14,664 | )    |   | (19,934  | )
|Proceeds from sales or disposals of long-term
assets                             |  |                                     | 2,360   |      |   | 2,445    |  
|Proceeds from (acquisition of) short-term
investments                            |  |                                     | 2,367   |      |   | (2,229   | )
|Acquisition of businesses, net of cash
acquired*                                 |  |                                     | (39,838 | )    |   |         |  
|                                                                                 |  |                                     |         |      |   |          |  
|Net
  cash used for continuing operations                                        |  |                                     | (49,775 | )    |   | (19,718  | )
|Net
  cash provided by (used for) discontinued operations                        |  |                                     | 28,768  |      |   | (343     | )
|                                                                                 |  |                                     |         |      |   |          |  
|Net
  cash used for investing activities                                         |  |                                     | (21,007 | )    |   | (20,061  | )
|                                                                                 |  |                                     |         |      |   |          |  
|Cash flows from financing
  activities:                                          |  |                                     |         |      |   |          |  
|Proceeds from long-term debt                                                     |  |                                     | 15,325  |      |   | 404,581  |  
|Repayment of long-term debt                                                      |  |                                     | (25,370 | )    |   | (60,353  | )
|Dividends                                                                        |  |                                     | (2,367  | )    |   | (310,742 | )
|Exercise of stock options and warrants                                           |  |                                     | 660     |      |   | 307      |  
|Excess tax benefits from stock option
exercises                                  |  |                                     | 192     |      |   |         |  
|Acquisition of treasury stock                                                    |  |                                     | (172    | )    |   | (86      | )
|                                                                                 |  |                                     |         |      |   |          |  
|Net
  cash provided by (used for) continuing operations                          |  |                                     | (11,732 | )    |   | 33,707   |  
|Net
  cash used for discontinued operations                                      |  |                                     |        |      |   |         |  
|                                                                                 |  |                                     |         |      |   |          |  
|Net
  cash provided by (used for) financing activities                           |  |                                     | (11,732 | )    |   | 33,707   |  
|                                                                                 |  |                                     |         |      |   |          |  
|Effect of exchange rate
  changes on cash                                        |  |                                     | 98      |      |   | (140     | )
|                                                                                 |  |                                     |         |      |   |          |  
|Increase (decrease) in
  cash and cash equivalents                               |  |                                     | (6,813  | )    |   | 1,479    |  
|Cash and cash equivalents
  at beginning of period                               |  |                                     | 12,294  |      |   | 9,826    |  
|                                                                                 |  |                                     |         |      |   |          |  
|Cash and cash equivalents
  at end of period                                     |  | $                                   | 5,481   |      | $ | 11,305   |  
|                                                                                 |  |                                     |         |      |   |          |  

-3-

---



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

|                                                   |  |   |         |   |   |        |  
|-------------------------------------------------- |  | - | ------- | - | - | ------ | -
|Supplemental information:                          |  |   |         |   |   |        |  
|Cash paid (refunded) for income taxes              |  | $ | (394    | ) | $ | (2,343 | )
|                                                   |  |   |         |   |   |        |  
|Cash paid for interest                             |  | $ | 22,678  |   | $ | 12,083 |  
|                                                   |  |   |         |   |   |        |  
|*Acqusition of businesses,
  net of cash acquired: |  |   |         |   |   |        |  
|Working capital, other than cash                   |  | $ | (10,508 | ) | $ |       |  
|Property, plant and equipment                      |  |   | (22,666 | ) |   |       |  
|Other assets                                       |  |   | (9,101  | ) |   |       |  
|Non-current liabilities                            |  |   | 2,437   |   |   |       |  
|                                                   |  |   |         |   |   |        |  
|Total cash used to acquire businesses              |  | $ | (39,838 | ) | $ |       |  
|                                                   |  |   |         |   |   |        |  

See the accompanying notes to the consolidated financial statements.

-4-

---



GENTEK INC.CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the Nine Months Ended September 30, 2006
(In thousands)
(unaudited)

|                                                                           |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   |        |  
|-------------------------------------------------------------------------- |  | ----------- | ------ | -------------------- | - | -------- | - | ------------- | ----- | -------------------------------------------- | - | ---------------- | - | ----- | ------ | - | - | ------ |  | - | ------ | -
|                                                                           |  | CommonStock |        | UnearnedCompensation |   | Warrants |   | TreasuryStock |       | Accumulated
  OtherComprehensiveIncome(Loss) |   | RetainedEarnings |   | Total |       
|                                                                           |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |       
|                                                                           |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   |        |  
|Balance at December 31, 2005                                               |  | $           | 81,395 |                      | $ | (859     | ) | $             | 8,361 |                                              | $ | (86              | ) | $     | (3,861 | ) | $ | 425    |  | $ | 85,375 |  
|Components of comprehensive income:                                        |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   |        |  
|Net income                                                                 |  |             |       |                      |   |         |   |               |      |                                              |   |                 |   |       |       |   |   | 10,422 |  |   | 10,422 |  
|Minimum pension liability adjustment (net of tax of
$283)                  |  |             |       |                      |   |         |   |               |      |                                              |   |                 |   |       | 432    |   |   |       |  |   | 432    |  
|Foreign currency translation adjustments (net of
tax of $88)               |  |             |       |                      |   |         |   |               |      |                                              |   |                 |   |       | 135    |   |   |       |  |   | 135    |  
|Change in unrealized gain on derivative instruments
(net of tax of
  $175) |  |             |       |                      |   |         |   |               |      |                                              |   |                 |   |       | 268    |   |   |       |  |   | 268    |  
|                                                                           |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   |        |  
|Comprehensive income                                                       |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   | 11,257 |  
|Long-term incentive plan, net                                              |  |             | 533    |                      |   | 859      |   |               |      |                                              |   |                 |   |       |       |   |   |       |  |   | 1,392  |  
|Exercise of stock options                                                  |  |             | 618    |                      |   |         |   |               |      |                                              |   |                 |   |       |       |   |   |       |  |   | 618    |  
|Purchase of treasury stock                                                 |  |             |       |                      |   |         |   |               |      |                                              |   | (172             | ) |       |       |   |   |       |  |   | (172   | )
|Exercise of warrants                                                       |  |             | 48     |                      |   |         |   |               | (6    | )                                            |   |                 |   |       |       |   |   |       |  |   | 42     |  
|                                                                           |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   |        |  
|Balance at September 30, 2006                                              |  | $           | 82,594 |                      | $ |         |   | $             | 8,355 |                                              | $ | (258             | ) | $     | (3,026 | ) | $ | 10,847 |  | $ | 98,512 |  
|                                                                           |  |             |        |                      |   |          |   |               |       |                                              |   |                  |   |       |        |   |   |        |  |   |        |  

See the accompanying notes to the consolidated financial statements.

-5-

---



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 nine months ended September 30,
2006 are not indicative of the results that may be expected for the year ending
December 31, 2006. These statements should be read in conjunction with the
financial statements and the notes thereto included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2005.

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

In
June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109 (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in a
companys financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. The
interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. FIN 48 will be effective for the Company beginning in the first
quarter of 2007. The Company is currently evaluating the impact of adopting FIN
48.

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

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined
Benefit Pensions and Other Postretirement Plans, (SFAS 158). SFAS
158 requires an employer to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income. SFAS 158 also requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial
position, with limited exceptions. An employer with publicly traded equity securities
is required to initially recognize the funded status of a defined benefit
postretirement plan and to provide the required

-6-

---



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

disclosures as
of the end of the fiscal year ending after December 15, 2006. The Company is
currently evaluating the impact of adopting SFAS 158.

Note 2  Summary of Significant Accounting
Policies

Effective
January 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment (Revised 2004)
(SFAS 123R). This statement addresses the accounting for share-based payment
transactions in which a company receives employee services in exchange for the
Companys equity instruments or liabilities that are based on the fair value of
the Companys equity securities or may be settled by the issuance of these
securities. SFAS 123R eliminates the ability to account for share-based
compensation using the intrinsic value method and generally requires that such
transactions be accounted for using a fair value method. The Company adopted
SFAS 123R using the modified prospective transition method. Under this method,
compensation cost is recognized for the unvested portion of share-based
payments granted prior to January 1, 2006 and all share-based payments granted
subsequent to December 31, 2005 over the related vesting period. Prior to
January 1, 2006, the Company applied the intrinsic value method prescribed in
APB Opinion No. 25 in accounting for employee stock based compensation. Prior
period results have not been restated. Due to the adoption of SFAS 123R, the
Companys results for the nine months ended September 30, 2006 include
incremental share-based compensation expense totaling $391.

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

|                                                                                                                                                |  |                                              |       |                                            |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------- | ----- | ------------------------------------------ | - | ------ | -
|                                                                                                                                                |  | Three Months 
  Ended
  September 30,
  2005 |       | Nine Months
  Ended
  September 30,
  2005 |  
|                                                                                                                                                |  |                                              |       |                                            |  
|Net income as reported                                                                                                                          |  | $                                            | 1,335 |                                            | $ | 1,284  |  
|Add: Stock-based employee compensation
  expense included in net income determined under intrinsic value method, net
  of related tax effects   |  |                                              | 186   |                                            |   | 1,001  |  
|Deduct: Total stock-based employee
  compensation expense determined under fair value based method for all awards,
  net of related tax effects |  |                                              | (243  | )                                          |   | (1,236 | )
|                                                                                                                                                |  |                                              |       |                                            |   |        |  
|Pro forma net income                                                                                                                            |  | $                                            | 1,278 |                                            | $ | 1,049  |  
|                                                                                                                                                |  |                                              |       |                                            |   |        |  
|Income per share:                                                                                                                               |  |                                              |       |                                            |   |        |  
|Basic  as reported                                                                                                                             |  | $                                            | 0.13  |                                            | $ | 0.13   |  
|                                                                                                                                                |  |                                              |       |                                            |   |        |  
|Basic  pro forma                                                                                                                               |  | $                                            | 0.13  |                                            | $ | 0.10   |  
|                                                                                                                                                |  |                                              |       |                                            |   |        |  
|Diluted  as reported                                                                                                                           |  | $                                            | 0.13  |                                            | $ | 0.13   |  
|                                                                                                                                                |  |                                              |       |                                            |   |        |  
|Diluted  pro forma                                                                                                                             |  | $                                            | 0.13  |                                            | $ | 0.10   |  
|                                                                                                                                                |  |                                              |       |                                            |   |        |  

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

-7-

---



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

|                                   |  |      |      |  
|---------------------------------- |  | ---- | ---- | -
|                                   |  | 2005 |     
|                                   |  |      |     
|Dividend yield                     |  |      |     |  
|Expected volatility                |  |      | 22   | %
|Risk-free interest rate            |  |      | 3.93 | %
|Expected holding period (in years) |  |      | 4    |  
|Weighted average fair value        |  | $    | 2.89 |  

Note 3  Comprehensive Income

Total
comprehensive income is comprised of net income, minimum pension liability
adjustments, foreign currency translation adjustments and the change in
unrealized gains and losses on derivative financial instruments. Total
comprehensive income for the three months ended September 30, 2006 and 2005 was
$1,246 and $1,955, respectively. Total comprehensive income for the nine months
ended September 30, 2006 and 2005 was $11,257 and $1,734, respectively.

Note 4  Earnings Per Share

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

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

|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|------------------------------------------ |  | ---------------------------------- | ---------- | --------------------------------- |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
|                                           |  | Three Months Ended
  September 30, |            | Nine Months Ended
  September 30, | 
|                                           |  |                                    |            |                                   | 
|                                           |  | 2006                               |            | 2005                              |  | 2006       |  | 2005 |           
|                                           |  |                                    |            |                                   |  |            |  |      |           
|Basic earnings per common share:           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Weighted average common shares
outstanding |  |                                    | 10,182,961 |                                   |  | 10,048,193 |  |      | 10,153,829 |  |  | 10,024,771 | 
|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Diluted earnings per common share:         |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Weighted average common shares
outstanding |  |                                    | 10,182,961 |                                   |  | 10,048,193 |  |      | 10,153,829 |  |  | 10,024,771 | 
|Warrants, options and restricted stock     |  |                                    | 1,019,310  |                                   |  | 60,462     |  |      | 664,849    |  |  | 61,049     | 
|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Total                                      |  |                                    | 11,202,271 |                                   |  | 10,108,655 |  |      | 10,818,678 |  |  | 10,085,820 | 
|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 

For
the three months ended September 30, 2006 and 2005, potentially dilutive
securities totaling 112,096 and 2,993,210, respectively, were not included in
the computation of diluted earnings per common share due to their antidilutive
effect. For the nine months ended September 30, 2006 and 2005, potentially
dilutive securities totaling 1,068,100 and 3,051,736, respectively, were not
included in the computation of diluted earnings per common share due to their
antidilutive effect.

-8-

---



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

Note 5  Inventories

|                          |  |                      |        |                     |   |        | 
|------------------------- |  | -------------------- | ------ | ------------------- | - | ------ | 
|                          |  | September 30,
  2006 |        | December 31,
  2005 |  
|                          |  |                      |        |                     |  
|Raw materials             |  | $                    | 38,183 |                     | $ | 28,240 | 
|Work in
  process         |  |                      | 9,003  |                     |   | 7,250  | 
|Finished
  products       |  |                      | 43,624 |                     |   | 29,340 | 
|Supplies and
  containers |  |                      | 2,037  |                     |   | 1,747  | 
|                          |  |                      |        |                     |   |        | 
|                          |  | $                    | 92,847 |                     | $ | 66,577 | 
|                          |  |                      |        |                     |   |        | 

Note 6  Long-Term Debt

|                                             |  |            |           |                      |   |                     |  |   |         | 
|-------------------------------------------- |  | ---------- | --------- | -------------------- | - | ------------------- |  | - | ------- | 
|                                             |  | Maturities |           | September 30,
  2006 |   | December 31,
  2005 | 
|                                             |  |            |           |                      |   |                     | 
|Revolving
  credit facility  floating rates |  |            | 2010      |                      | $ | 15,000              |  | $ |        | 
|First lien
  term loan  floating rates      |  |            | 2011      |                      |   | 219,610             |  |   | 221,283 | 
|Second lien
  term loan  floating rates     |  |            | 2012      |                      |   | 113,000             |  |   | 135,000 | 
|Other debt 
  various rates                 |  |            | 2006-2018 |                      |   | 4,483               |  |   | 5,449   | 
|                                             |  |            |           |                      |   |                     |  |   |         | 
|Total debt                                   |  |            |           |                      |   | 352,093             |  |   | 361,732 | 
|Less: Current portion                        |  |            |           |                      |   | 4,473               |  |   | 4,257   | 
|                                             |  |            |           |                      |   |                     |  |   |         | 
|Net long-term debt                           |  |            |           |                      | $ | 347,620             |  | $ | 357,475 | 
|                                             |  |            |           |                      |   |                     |  |   |         | 

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

Note 7  Long-Term Incentive Plans

The
Company has an incentive plan under which stock options, restricted stock and
other stockbased awards may be granted to employees, officers, and directors.
Grants under the plan generally vest over two to three years and options have a
maximum term of ten years. Compensation cost recorded for stock-based
compensation under this plan was $486 and $186 for the three months ended
September 30, 2006 and 2005, respectively, and $1,220 and $1,001 for the nine
months ended September 30, 2006 and 2005, respectively. As of September 30,
2006, the total number of shares authorized for grant under this plan was
1,000,000 with 282,070 shares available for future grants.

-9-

---



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

Information
with respect to restricted stock is summarized below:

|                                    |  |        |         |                                         |   |       | 
|----------------------------------- |  | ------ | ------- | --------------------------------------- | - | ----- | 
|                                    |  | Shares |         | Weighted
  Average
  Grant-Date
  Value |  
|                                    |  |        |         |                                         |  
|Outstanding
  at December 31, 2005  |  |        | 79,261  |                                         | $ | 21.20 | 
|Granted                             |  |        | 85,784  |                                         |   | 27.12 | 
|Vested                              |  |        | 30,674  |                                         |   | 25.85 | 
|Forfeited                           |  |        | 7,945   |                                         |   | 23.61 | 
|                                    |  |        |         |                                         |   |       | 
|Outstanding
  at September 30, 2006 |  |        | 126,426 |                                         | $ | 23.93 | 
|                                    |  |        |         |                                         |   |       | 

Information
with respect to stock options is summarized below:

|                                    |  |         |         |                                     |   |                                                   |  |                               |     |  |   |       | 
|----------------------------------- |  | ------- | ------- | ----------------------------------- | - | ------------------------------------------------- |  | ----------------------------- | --- |  | - | ----- | 
|                                    |  | Options |         | Weighted
  Average
  Exercise Price |   | Weighted
  Average
  Remaining
  Contractual Life |  | Aggregate
  Intrinsic
  Value |    
|                                    |  |         |         |                                     |   |                                                   |  |                               |    
|Outstanding
  at December 31, 2005  |  |         | 388,783 |                                     | $ | 11.52                                             |  |                               |     |  |   |       | 
|Granted                             |  |         | 97,728  |                                     |   | 26.92                                             |  |                               |     |  |   |       | 
|Exercised                           |  |         | 55,636  |                                     |   | 11.11                                             |  |                               |     |  |   |       | 
|Forfeited                           |  |         | 40,919  |                                     |   | 14.73                                             |  |                               |     |  |   |       | 
|                                    |  |         |         |                                     |   |                                                   |  |                               |     |  |   |       | 
|Outstanding
  at September 30, 2006 |  |         | 389,956 |                                     | $ | 15.10                                             |  |                               | 8.5 |  | $ | 4,815 | 
|                                    |  |         |         |                                     |   |                                                   |  |                               |     |  |   |       | 
|Exercisable
  at September 30, 2006 |  |         | 126,108 |                                     | $ | 11.30                                             |  |                               | 8.0 |  | $ | 2,056 | 
|                                    |  |         |         |                                     |   |                                                   |  |                               |     |  |   |       | 

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

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

The
total intrinsic value of options exercised was $732 and $72 during the nine
months ended September 30, 2006 and 2005, respectively. The Company generally
issues new shares upon the exercise of stock options. The total tax benefit
realized as a result of stock option exercises was $290 and $28 during the nine
months ended September 30, 2006 and 2005, respectively.

As
of September 30, 2006, there was $2,001 of total unrecognized compensation cost
that is expected to be recognized over a weighted average period of 2.1 years.

-10-

---



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

Note 8  Segment Information

|                        |  |                                    |         |                                   |   |         |  |      |         |  |   |         | 
|----------------------- |  | ---------------------------------- | ------- | --------------------------------- | - | ------- |  | ---- | ------- |  | - | ------- | 
|                        |  | Three Months Ended
  September 30, |         | Nine Months Ended
  September 30, |  
|                        |  |                                    |         |                                   |  
|                        |  | 2006                               |         | 2005                              |   | 2006    |  | 2005 |        
|                        |  |                                    |         |                                   |   |         |  |      |        
|Net Revenues            |  |                                    |         |                                   |   |         |  |      |         |  |   |         | 
|Manufacturing           |  | $                                  | 124,950 |                                   | $ | 118,826 |  | $    | 385,909 |  | $ | 360,646 | 
|Performance
  chemicals |  |                                    | 100,006 |                                   |   | 90,256  |  |      | 276,890 |  |   | 250,878 | 
|                        |  |                                    |         |                                   |   |         |  |      |         |  |   |         | 
|Consolidated            |  | $                                  | 224,956 |                                   | $ | 209,082 |  | $    | 662,799 |  | $ | 611,524 | 
|                        |  |                                    |         |                                   |   |         |  |      |         |  |   |         | 

|                                                                     |  |                                    |        |                                   |   |        |   |      |        |   |   |        |  
|-------------------------------------------------------------------- |  | ---------------------------------- | ------ | --------------------------------- | - | ------ | - | ---- | ------ | - | - | ------ | -
|                                                                     |  | Three Months Ended
  September 30, |        | Nine Months Ended
  September 30, |  
|                                                                     |  |                                    |        |                                   |  
|                                                                     |  | 2006                               |        | 2005                              |   | 2006   |   | 2005 |       
|                                                                     |  |                                    |        |                                   |   |        |   |      |       
|Operating Profit                                                     |  |                                    |        |                                   |   |        |   |      |        |   |   |        |  
|Manufacturing                                                        |  | $                                  | 387    |                                   | $ | 682    |   | $    | 10,931 |   | $ | 7,817  |  
|Performance chemicals                                                |  |                                    | 12,780 |                                   |   | 7,669  |   |      | 33,963 |   |   | 23,111 |  
|Corporate                                                            |  |                                    | (617   | )                                 |   | (975   | ) |      | (2,417 | ) |   | (6,338 | )
|                                                                     |  |                                    |        |                                   |   |        |   |      |        |   |   |        |  
|Consolidated                                                         |  |                                    | 12,550 |                                   |   | 7,376  |   |      | 42,477 |   |   | 24,590 |  
|Interest expense                                                     |  |                                    | 7,827  |                                   |   | 7,952  |   |      | 27,324 |   |   | 20,767 |  
|Other (income) expense, net                                          |  |                                    | (611   | )                                 |   | (3,960 | ) |      | (2,377 | ) |   | (2,689 | )
|                                                                     |  |                                    |        |                                   |   |        |   |      |        |   |   |        |  
|Consolidated income from continuing
  operations before income taxes |  | $                                  | 5,334  |                                   | $ | 3,384  |   | $    | 17,530 |   | $ | 6,512  |  
|                                                                     |  |                                    |        |                                   |   |        |   |      |        |   |   |        |  

|                        |  |                                    |       |                                   |   |       |  |      |        |  |   |        | 
|----------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | ----- |  | ---- | ------ |  | - | ------ | 
|                        |  | Three Months Ended
  September 30, |       | Nine Months Ended
  September 30, |  
|                        |  |                                    |       |                                   |  
|                        |  | 2006                               |       | 2005                              |   | 2006  |  | 2005 |       
|                        |  |                                    |       |                                   |   |       |  |      |       
|Capital
  Expenditures  |  |                                    |       |                                   |   |       |  |      |        |  |   |        | 
|Manufacturing           |  | $                                  | 2,211 |                                   | $ | 1,786 |  | $    | 5,061  |  | $ | 7,538  | 
|Performance
  chemicals |  |                                    | 3,832 |                                   |   | 4,490 |  |      | 9,603  |  |   | 12,396 | 
|                        |  |                                    |       |                                   |   |       |  |      |        |  |   |        | 
|Consolidated            |  | $                                  | 6,043 |                                   | $ | 6,276 |  | $    | 14,664 |  | $ | 19,934 | 
|                        |  |                                    |       |                                   |   |       |  |      |        |  |   |        | 

|                                |  |                                    |        |                                   |   |        |  |      |        |  |   |        | 
|------------------------------- |  | ---------------------------------- | ------ | --------------------------------- | - | ------ |  | ---- | ------ |  | - | ------ | 
|                                |  | Three Months Ended
  September 30, |        | Nine Months Ended
  September 30, |  
|                                |  |                                    |        |                                   |  
|                                |  | 2006                               |        | 2005                              |   | 2006   |  | 2005 |       
|                                |  |                                    |        |                                   |   |        |  |      |       
|Depreciation and
  Amortization |  |                                    |        |                                   |   |        |  |      |        |  |   |        | 
|Manufacturing                   |  | $                                  | 5,373  |                                   | $ | 5,485  |  | $    | 15,498 |  | $ | 17,928 | 
|Performance
  chemicals         |  |                                    | 4,669  |                                   |   | 4,395  |  |      | 13,596 |  |   | 13,076 | 
|Corporate                       |  |                                    | 371    |                                   |   | 429    |  |      | 1,245  |  |   | 1,135  | 
|                                |  |                                    |        |                                   |   |        |  |      |        |  |   |        | 
|Consolidated                    |  | $                                  | 10,413 |                                   | $ | 10,309 |  | $    | 30,339 |  | $ | 32,139 | 
|                                |  |                                    |        |                                   |   |        |  |      |        |  |   |        | 

|                           |  |                      |         |                     |   |         | 
|-------------------------- |  | -------------------- | ------- | ------------------- | - | ------- | 
|                           |  | September 30,
  2006 |         | December 31,
  2005 |  
|                           |  |                      |         |                     |  
|Identifiable
  Assets      |  |                      |         |                     |   |         | 
|Manufacturing              |  | $                    | 454,566 |                     | $ | 424,289 | 
|Performance
  chemicals(1) |  |                      | 299,208 |                     |   | 268,428 | 
|Corporate                  |  |                      | 11,567  |                     |   | 35,318  | 
|Assets held
  for sale     |  |                      | 1,563   |                     |   | 29,777  | 
|                           |  |                      |         |                     |   |         | 
|Consolidated               |  | $                    | 766,904 |                     | $ | 757,812 | 
|                           |  |                      |         |                     |   |         | 

|    |                                                                     
|--- | --------------------------------------------------------------------
|(1) | Includes
  equity method investments of $375 and $273, respectively.

-11-

---



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

Note 9  Restructuring and Impairment Charges

During
2006, the Company initiated actions to close a manufacturing facility in its
manufacturing segment.  The Company
expects to substantially complete implementation of this restructuring action
by the end of 2006.  Restructuring
actions initiated in prior years have been substantially completed.  The following tables summarize the Companys
expected costs and accruals for these restructuring actions:

Restructuring Actions  2006

|                                                 |  |               |       |                      |   |           |  |       |   |  |   |       |  
|------------------------------------------------ |  | ------------- | ----- | -------------------- | - | --------- |  | ----- | - |  | - | ----- | -
|                                                 |  | Manufacturing |       | PerformanceChemicals |   | Corporate |  | Total |  
|                                                 |  |               |       |                      |   |           |  |       |  
|Employee Termination Costs                       |  |               |       |                      |   |           |  |       |   |  |   |       |  
|Costs incurred in prior periods                  |  | $             |      |                      | $ |          |  | $     |  |  | $ |      |  
|Costs incurred in current period                 |  |               | 1,888 |                      |   |          |  |       |  |  |   | 1,888 |  
|Costs anticipated to be incurred in the
  future |  |               | 1,045 |                      |   |          |  |       |  |  |   | 1,045 |  
|                                                 |  |               |       |                      |   |           |  |       |   |  |   |       |  
|Total costs expected to be incurred              |  | $             | 2,933 |                      | $ |          |  | $     |  |  | $ | 2,933 |  
|                                                 |  |               |       |                      |   |           |  |       |   |  |   |       |  
|                                                 |  |               |       |                      |   |           |  |       |   |  |   |       |  
|Accrual balance at December 31, 2005             |  | $             |      |                      | $ |          |  | $     |  |  | $ |      |  
|Provisions                                       |  |               | 1,888 |                      |   |          |  |       |  |  |   | 1,888 |  
|Amounts paid                                     |  |               | (106  | )                    |   |          |  |       |  |  |   | (106  | )
|                                                 |  |               |       |                      |   |           |  |       |   |  |   |       |  
|Accrual balance at September 30, 2006            |  | $             | 1,782 |                      | $ |          |  | $     |  |  | $ | 1,782 |  
|                                                 |  |               |       |                      |   |           |  |       |   |  |   |       |  

|                                                 |  |               |      |                      |   |           |  |       |   |  |   |      |  
|------------------------------------------------ |  | ------------- | ---- | -------------------- | - | --------- |  | ----- | - |  | - | ---- | -
|                                                 |  | Manufacturing |      | PerformanceChemicals |   | Corporate |  | Total |  
|                                                 |  |               |      |                      |   |           |  |       |  
|Facility Exit Costs                              |  |               |      |                      |   |           |  |       |   |  |   |      |  
|Costs incurred in prior periods                  |  | $             |     |                      | $ |          |  | $     |  |  | $ |     |  
|Costs incurred in current period                 |  |               | 250  |                      |   |          |  |       |  |  |   | 250  |  
|Costs anticipated to be incurred in the
  future |  |               | 427  |                      |   |          |  |       |  |  |   | 427  |  
|                                                 |  |               |      |                      |   |           |  |       |   |  |   |      |  
|Total costs expected to be incurred              |  | $             | 677  |                      | $ |          |  | $     |  |  | $ | 677  |  
|                                                 |  |               |      |                      |   |           |  |       |   |  |   |      |  
|                                                 |  |               |      |                      |   |           |  |       |   |  |   |      |  
|Accrual balance at December 31, 2005             |  | $             |     |                      | $ |          |  | $     |  |  | $ |     |  
|Provisions                                       |  |               | 250  |                      |   |          |  |       |  |  |   | 250  |  
|Amounts paid                                     |  |               | (250 | )                    |   |          |  |       |  |  |   | (250 | )
|                                                 |  |               |      |                      |   |           |  |       |   |  |   |      |  
|Accrual balance at September 30, 2006            |  | $             |     |                      | $ |          |  | $     |  |  | $ |     |  
|                                                 |  |               |      |                      |   |           |  |       |   |  |   |      |  

Restructuring Actions  Years Prior to 2006

|                                                 |  |               |       |                      |   |           |  |       |       |  |   |        | 
|------------------------------------------------ |  | ------------- | ----- | -------------------- | - | --------- |  | ----- | ----- |  | - | ------ | 
|                                                 |  | Manufacturing |       | PerformanceChemicals |   | Corporate |  | Total |      
|                                                 |  |               |       |                      |   |           |  |       |      
|Employee Termination Costs                       |  |               |       |                      |   |           |  |       |       |  |   |        | 
|Costs incurred in prior periods                  |  | $             | 3,091 |                      | $ | 8,584     |  | $     | 2,146 |  | $ | 13,821 | 
|Costs incurred in current period                 |  |               | 366   |                      |   |          |  |       |      |  |   | 366    | 
|Costs anticipated to be incurred in the
  future |  |               |      |                      |   |          |  |       |      |  |   |       | 
|                                                 |  |               |       |                      |   |           |  |       |       |  |   |        | 
|Total costs expected to be incurred              |  | $             | 3,457 |                      | $ | 8,584     |  | $     | 2,146 |  | $ | 14,187 | 
|                                                 |  |               |       |                      |   |           |  |       |       |  |   |        | 

-12-

---



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

|                                        |  |   |      |   |   |    |  |   |   |  |   |      |  
|--------------------------------------- |  | - | ---- | - | - | -- |  | - | - |  | - | ---- | -
|Accrual
  balance at December 31, 2005  |  | $ | 527  |   | $ | 49 |  | $ |  |  | $ | 576  |  
|Provisions                              |  |   | 366  |   |   |   |  |   |  |  |   | 366  |  
|Amounts paid                            |  |   | (644 | ) |   |   |  |   |  |  |   | (644 | )
|                                        |  |   |      |   |   |    |  |   |   |  |   |      |  
|Accrual
  balance at September 30, 2006 |  | $ | 249  |   | $ | 49 |  | $ |  |  | $ | 298  |  
|                                        |  |   |      |   |   |    |  |   |   |  |   |      |  

|                                                 |  |               |       |                      |   |           |   |       |   |  |   |        |  
|------------------------------------------------ |  | ------------- | ----- | -------------------- | - | --------- | - | ----- | - |  | - | ------ | -
|                                                 |  | Manufacturing |       | PerformanceChemicals |   | Corporate |   | Total |  
|                                                 |  |               |       |                      |   |           |   |       |  
|Facility Exit
  Costs                            |  |               |       |                      |   |           |   |       |   |  |   |        |  
|Costs incurred in prior periods                  |  | $             | 2,029 |                      | $ | 15,650    |   | $     |  |  | $ | 17,679 |  
|Costs incurred in current period                 |  |               | 471   |                      |   | 294       |   |       |  |  |   | 765    |  
|Costs anticipated to be incurred in the
  future |  |               |      |                      |   | 102       |   |       |  |  |   | 102    |  
|                                                 |  |               |       |                      |   |           |   |       |   |  |   |        |  
|Total costs expected to be incurred              |  | $             | 2,500 |                      | $ | 16,046    |   | $     |  |  | $ | 18,546 |  
|                                                 |  |               |       |                      |   |           |   |       |   |  |   |        |  
|                                                 |  |               |       |                      |   |           |   |       |   |  |   |        |  
|Accrual balance at December 31, 2005             |  | $             | 408   |                      | $ |          |   | $     |  |  | $ | 408    |  
|Provisions                                       |  |               | 471   |                      |   | 294       |   |       |  |  |   | 765    |  
|Amounts paid                                     |  |               | (879  | )                    |   | (294      | ) |       |  |  |   | (1,173 | )
|                                                 |  |               |       |                      |   |           |   |       |   |  |   |        |  
|Accrual balance at September 30, 2006            |  | $             |      |                      | $ |          |   | $     |  |  | $ |       |  
|                                                 |  |               |       |                      |   |           |   |       |   |  |   |        |  

Impairment
Charge

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

Subsequent
Event

On
October 31, 2006, the Company determined that it will be required to record
restructuring charges for termination benefits of approximately $700 and other
closure costs of approximately $900 due to its decision to close its Newark,
New Jersey sulfuric acid production plant.
It is anticipated that these charges will be recorded during the fourth
quarter of 2006 and the first quarter of 2007.

Note 10  Pension and Other Postretirement
Benefits

|                                 |  |                                  |        |                                 |   |        |   |      |         |   |   |         |  
|-------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------ | - | ---- | ------- | - | - | ------- | -
|                                 |  | Three Months Ended September 30, |        | Nine Months Ended September 30, |  
|                                 |  |                                  |        |                                 |  
|                                 |  | 2006                             |        | 2005                            |   | 2006   |   | 2005 |        
|                                 |  |                                  |        |                                 |   |        |   |      |        
|Pension Benefits                 |  |                                  |        |                                 |   |        |   |      |         |   |   |         |  
|Service cost                     |  | $                                | 375    |                                 | $ | 400    |   | $    | 1,213   |   | $ | 1,201   |  
|Interest
  cost                  |  |                                  | 3,359  |                                 |   | 3,191  |   |      | 10,031  |   |   | 9,568   |  
|Expected
  return on plan assets |  |                                  | (3,712 | )                               |   | (3,472 | ) |      | (11,151 | ) |   | (10,409 | )
|Amortization
  of net:           |  |                                  |        |                                 |   |        |   |      |         |   |   |         |  
|Prior service cost               |  |                                  | 16     |                                 |   | 19     |   |      | 48      |   |   | 56      |  
|Loss                             |  |                                  | 23     |                                 |   |       |   |      | 69      |   |   |        |  
|                                 |  |                                  |        |                                 |   |        |   |      |         |   |   |         |  
|Net periodic
  benefit cost      |  | $                                | 61     |                                 | $ | 138    |   | $    | 210     |   | $ | 416     |  
|                                 |  |                                  |        |                                 |   |        |   |      |         |   |   |         |  

-13-

---



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

|                                   |  |                                  |        |                                 |   |        |   |      |        |   |   |        |  
|---------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------ | - | ---- | ------ | - | - | ------ | -
|                                   |  | Three Months Ended September 30, |        | Nine Months Ended September 30, |  
|                                   |  |                                  |        |                                 |  
|                                   |  | 2006                             |        | 2005                            |   | 2006   |   | 2005 |       
|                                   |  |                                  |        |                                 |   |        |   |      |       
|Other Postretirement Benefits      |  |                                  |        |                                 |   |        |   |      |        |   |   |        |  
|Service cost                       |  | $                                | 337    |                                 | $ | 262    |   | $    | 1,007  |   | $ | 788    |  
|Interest cost                      |  |                                  | 669    |                                 |   | 588    |   |      | 2,006  |   |   | 1,962  |  
|Expected return on plan assets     |  |                                  |       |                                 |   |       |   |      |       |   |   |       |  
|Amortization of net:               |  |                                  |        |                                 |   |        |   |      |        |   |   |        |  
|Prior service cost                 |  |                                  | (1,086 | )                               |   | (1,085 | ) |      | (3,257 | ) |   | (2,586 | )
|(Gain)/loss                        |  |                                  | 26     |                                 |   | (2     | ) |      | 78     |   |   | (66    | )
|                                   |  |                                  |        |                                 |   |        |   |      |        |   |   |        |  
|Net periodic benefit cost (income) |  | $                                | (54    | )                               | $ | (237   | ) | $    | (166   | ) | $ | 98     |  
|                                   |  |                                  |        |                                 |   |        |   |      |        |   |   |        |  

During
the second quarter of 2006, the Company adopted plan amendments that froze
pension plan benefit accruals effective July 1, 2006 for hourly employees
covered by certain collective bargaining agreements.  These actions resulted in curtailment gains of $635.

Note 11  Discontinued Operations

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

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

The
businesses included in discontinued operations had revenues of $0 and $28,438
and pretax profit (loss) of $(303) and $38 for the three months ended September
30, 2006 and 2005, respectively, and revenues of $36,585 and $78,852 and pretax
profit (loss) of $(1,780) and $(2,601) for the nine months ended September 30,
2006 and 2005, respectively.

The
components of assets held for sale were as follows:

|                                |  |  |                      |  |                     |        | 
|------------------------------- |  |  | -------------------- |  | ------------------- | ------ | 
|                                |  |  | September
  30, 2006 |  | December
  31, 2005
|                                |  |  |                      |  |                    
|                               
|Inventories                     |  |  |                     |  |                     | 10,786 | 
|                                |  |  |                      |  |                     |        | 
|Property,
  plant and equipment |  |  | 1,563                |  |                     | 18,991 | 

-14-

---



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

Note 12  Acquisitions

On
September 21, 2006, the Company acquired the assets of GAC MidAmerica,
Inc.  The acquisition included
manufacturing facilities in Toledo, Ohio, Indianapolis, Indiana, and Saukville,
Wisconsin.  GAC produces aluminum
sulfate and bleach, as well as distributing specialty water treatment
chemicals, sulfuric acid and caustic soda.
The purchase price of the transaction was $8,230.

On
July 31, 2006, the Company acquired the assets of Precision Engine Products
Corp., a wholly owned subsidiary of Stanadyne Corporation.  Precision Engine Products is dedicated
principally to the manufacturing of hydraulic lash adjusters and die cast
aluminum rocker arm assemblies utilized in valve train systems for both OEM and
after market applications to the global automotive and light truck
markets.  Precision Engine Products has
approximately 230 employees primarily located in manufacturing facilities in
Tallahassee, Florida and Curitiba, Brazil.
The purchase price of the transaction was $25,762 in cash, plus the
potential of an earn out for Stanadyne of $10,000 twelve months later, based on
certain performance metrics being achieved post closing.

On
July 27, 2006, the Company acquired the assets of Repauno Products, LLC.  The acquisition included the manufacturing
facility in Gibbstown, New Jersey and its 23 employees.  Repauno Products manufactures sodium nitrite
which is used in a wide range of industries including metal finishing, heat
transfer salts, rubber processing, meat curing, odor control and inks and dyes.
 The purchase price of the transaction
was $5,812.

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

|                               |  |                                  |         |                                 |   |         |   |      |         |  |   |         |  
|------------------------------ |  | -------------------------------- | ------- | ------------------------------- | - | ------- | - | ---- | ------- |  | - | ------- | -
|                               |  | Three Months Ended September 30, |         | Nine Months Ended September 30, |  
|                               |  |                                  |         |                                 |  
|                               |  | 2006                             |         | 2005                            |   | 2006    |   | 2005 |        
|                               |  |                                  |         |                                 |   |         |   |      |        
|                              
|Net revenues                   |  | $                                | 233,575 |                                 | $ | 231,814 |   | $    | 717,202 |  | $ | 684,339 |  
|Net (loss)
  income            |  |                                  | 2,436   |                                 |   | (561    | ) |      | 8,448   |  |   | (1,346  | )
|Net (loss)
  income per share: |  |                                  |         |                                 |   |         |   |      |         |  |   |         |  
|Basic                          |  | $                                | 0.24    |                                 | $ | (0.06   | ) | $    | 0.83    |  | $ | (0.13   | )
|Diluted                        |  |                                  | 0.22    |                                 |   | (0.06   | ) |      | 0.78    |  |   | (0.13   | )

-15-

---



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

This
Form 10-Q contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  The Companys actual results
could differ materially from those set forth in the forward-looking
statements.  Certain factors that might
cause such a difference include those discussed in the section entitled,
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Forward-Looking Statements contained in the Companys Annual
Report on Form 10-K for the year ended December 31, 2005.

Overview

On
September 22, 2006, the Company announced it was in discussions to sell its
Noma Wire and Cable Assembly Business to Electrical Components International
Holdings Company of St. Louis, Missouri.
Noma provides high-quality wire and cable assemblies to large OEM customers
in the automotive and household appliance industries and for electronic office
equipment and other electronic products from its manufacturing facilities in
Mexico, Canada and India.  The proposed
transaction does not include the Noma CableTech business located in Mineral
Wells, Texas and is subject to negotiation and execution of definitive
agreements, government review and other customary conditions.

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

On
July 31, 2006, the Company acquired the assets of Precision Engine Products
Corp., a wholly owned subsidiary of Stanadyne Corporation.  Precision Engine Products is dedicated
principally to the manufacturing of hydraulic lash adjusters and die cast
aluminum rocker arm assemblies utilized in valve train systems for both OEM and
after market applications to the global automotive and light truck
markets.  Precision Engine Products has
approximately 230 employees primarily located in manufacturing facilities in
Tallahassee, Florida and Curitiba, Brazil.
The purchase price of the transaction was $26 million in cash and the
potential of an earn out for Stanadyne of $10 million, twelve months later, based
on certain performance metrics being achieved post closing.

On
July 27, 2006, the Company acquired the assets of Repauno Products, LLC.  The acquisition included the manufacturing
facility in Gibbstown, New Jersey and its 23 employees.  Repauno Products manufactures sodium nitrite
which is used in a wide range of industries including metal finishing, heat
transfer salts, rubber processing, meat curing, odor control and inks and
dyes.  The purchase price of the
transaction was $6 million in cash.

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

Results of Operations

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

-16-

---



|                                                    |  |                                    |       |                                   |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|--------------------------------------------------- |  | ---------------------------------- | ----- | --------------------------------- |  | ---- | - | ---- | ----- | - |  | --- | - | - | ----- | - |  | --- | - | - | ----- | - |  | --- | -
|                                                    |  | Three Months Ended
  September 30, |       | Nine Months Ended
  September 30, | 
|                                                    |  |                                    |       |                                   | 
|                                                    |  | 2006                               |       | 2005                              |  | 2006 |   | 2005 |      
|                                                    |  |                                    |       |                                   |  |      |   |      |      
|                                                    |  | (Dollars in millions)              |       | (Dollars in millions)             | 
|Net revenues                                        |  | $                                  | 225.0 |                                   |  | 100  | % | $    | 209.1 |   |  | 100 | % | $ | 662.8 |   |  | 100 | % | $ | 611.5 |   |  | 100 | %
|Cost of sales                                       |  |                                    | 195.5 |                                   |  | 87   |   |      | 180.8 |   |  | 86  |   |   | 571.1 |   |  | 86  |   |   | 524.7 |   |  | 86  |  
|Selling, general and administrative expense         |  |                                    | 15.3  |                                   |  | 7    |   |      | 17.1  |   |  | 8   |   |   | 46.1  |   |  | 7   |   |   | 54.1  |   |  | 9   |  
|Restructuring and impairment charges                |  |                                    | 1.6   |                                   |  | 1    |   |      | 3.1   |   |  | 1   |   |   | 3.8   |   |  | 1   |   |   | 7.5   |   |  | 1   |  
|Pension curtailment and settlement (gains)
  losses |  |                                    |      |                                   |  |     |   |      | 0.6   |   |  |    |   |   | (0.6  | ) |  |    |   |   | 0.6   |   |  |    |  
|                                                    |  |                                    |       |                                   |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|Operating profit                                    |  |                                    | 12.6  |                                   |  | 6    |   |      | 7.4   |   |  | 4   |   |   | 42.5  |   |  | 6   |   |   | 24.6  |   |  | 4   |  
|Interest expense                                    |  |                                    | 7.8   |                                   |  | 3    |   |      | 8.0   |   |  | 4   |   |   | 27.3  |   |  | 4   |   |   | 20.8  |   |  | 3   |  
|Interest income                                     |  |                                    | 0.3   |                                   |  |     |   |      | 0.2   |   |  |    |   |   | 0.7   |   |  |    |   |   | 0.4   |   |  |    |  
|Other (income) expense, net                         |  |                                    | (0.3  | )                                 |  |     |   |      | (3.7  | ) |  | (2  | ) |   | (1.7  | ) |  |    |   |   | (2.3  | ) |  |    |  
|Income tax provision                                |  |                                    | 2.2   |                                   |  | 1    |   |      | 1.9   |   |  | 1   |   |   | 5.6   |   |  | 1   |   |   | 3.5   |   |  | 1   |  
|                                                    |  |                                    |       |                                   |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|Income from continuing operations                   |  |                                    | 3.1   |                                   |  | 1    |   |      | 1.5   |   |  | 1   |   |   | 11.9  |   |  | 2   |   |   | 3.0   |   |  |    |  
|Loss from discontinued operations                   |  |                                    | (0.3  | )                                 |  |     |   |      | (0.2  | ) |  |    |   |   | (1.5  | ) |  |    |   |   | (1.7  | ) |  |    |  
|                                                    |  |                                    |       |                                   |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|Net income                                          |  | $                                  | 2.9   |                                   |  | 1    | % | $    | 1.3   |   |  | 1   | % | $ | 10.4  |   |  | 2   | % | $ | 1.3   |   |  |    | %
|                                                    |  |                                    |       |                                   |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  

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

Net
revenues were $225 million for the three-month period ended September 30, 2006
compared with $209 million for the comparable prior year period.  The increase was primarily due to higher
sales of $10 million in the performance chemicals segment and $6 million in the
manufacturing segment.  The increase in
the performance chemicals segment is due to broad based strength across all end
markets.  The increase in the
manufacturing segment is the result of higher sales in the appliance and
electronics market, the industrial market and the automotive market. The
increase in sales in the automotive market is due to the acquisition of
Precision Engine Products in the third quarter.

Gross
profit was $29 million for the three-month period ended September 30, 2006 as
compared with $28 million for the comparable prior year period.  This reflects higher gross profit in the
performance chemicals segment of $3 million, partially offset by a decrease in
the manufacturing segment of $2 million.
The increase in the performance chemicals market gross profit was
primarily driven by the strong revenue performance.

Selling,
general and administrative expense was $15 million for the three-month period
ended September 30, 2006 compared to $17 million in the comparable prior year
period.  The reduction is primarily
attributable to the Companys cost reduction efforts.

Restructuring
and impairment charges were $2 million for the three-month period ended
September 30, 2006 compared to $3 million for the comparable period in the
prior year.  The charges recorded in
2006 were for the closure of a Canadian manufacturing facility.  The charges recorded in 2005 are associated
with the closure of a production facility and headcount reductions.

Operating
profit was $13 million for the three-month period ended September 30, 2006 as
compared with $7 million for the comparable prior year period.  The higher operating profit in 2006

-17-

---



reflected a
higher gross profit by the performance chemicals segment, lower selling,
general and administrative expense and a reduction in restructuring and
impairment charges in the third quarter of 2006.

Interest
expense was $8 million for the three-month period ended September 30, 2006 as
compared with $8 million for the comparable prior year period.

The
effective income tax rate for the three-month period ended September 30, 2006
was approximately 41 percent, which is higher than the effective tax rate the
Company expects to record on book income generated for the remainder of 2006, due to a revision in the projected annual effective tax rate.

Nine Months Ended September 30, 2006 Compared
with Nine Months Ended September 30, 2005

Net
revenues for the nine-month period ended September 30, 2006 were $663 million
as compared with $612 million for the comparable prior year period.  The increase was due to higher sales of $26
million in the performance chemicals segment and $25 million in the
manufacturing segment.  The increase in
the performance chemicals segment is due to increased sales in the
environmental and chemical processing market, the technology market and the
pharmaceutical and personal care product lines.  The increase in the manufacturing segment is the result of higher
sales in the appliance and electronics market and the industrial market,
partially offset by a decrease in sales in the automotive market.  The decrease in sales in the automotive
market is due to lower sales volumes to the Companys North American automotive
customer base.

Gross
profit was $92 million for the nine-month period ended September 30, 2006 as
compared with $87 million for the prior year period.  This reflects higher gross profit in performance chemicals of $5
million, primarily driven by the strong revenue performance.

Selling,
general and administrative expense was $46 million for the nine-month period
ended September 30, 2006 as compared with $54 million in the prior year.   This reduction is primarily attributable to
the Companys cost reduction efforts and a $2 million charge included in 2005
relating to the former Chief Executive Officers separation from the Company.

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

Restructuring
and impairment charges were $4 million for the nine-month period ended
September 30, 2006 as compared with charges of $8 million for the nine-month
period ended September 30, 2005.  The
charges recorded in 2006 were for the closure of a Canadian manufacturing
facility and for continuing costs from activities initiated during prior
years.  The charges recorded in 2005 are
associated with the closure of a production facility, headcount reductions and
continuing costs from activities initiated during prior years.

Operating
income was $42 million for the nine-month period ended September 30, 2006 as
compared with an operating income of $25 million for the prior year
period.  The higher operating profit in
2006 reflected a higher gross profit in the performance chemicals segment,
lower selling, general and administrative expense, a pension curtailment gain
in 2006 and lower restructuring and impairment charges in 2006.

-18-

---



Interest
expense was $27 million for the nine-month period ended September 30, 2006 as
compared with $21 million for the prior year period.  The difference in interest expense was attributable to borrowings
under the Companys new credit facility, which was put in place mid-March 2005.  The Company amended its credit facility in
2006, which resulted in a write-off of deferred financing costs and other fees
of $4 million.  The first half of 2005
also included a write-off of $3 million of deferred financing costs.

The
  effective income tax rate for the nine-month period ended September 30, 2006
  was approximately 32 percent. The effective tax rate was impacted by a one-time
  permanent tax benefit related to the payment of dividends on restricted stock.
  Without this benefit, the effective tax rate would have been approximately 37
  percent, which is representative of the effective tax rate the Company expects
  to record on book income generated for the remainder of the 2006 year. The Company
  expects to pay approximately $4 million in cash tax payments in 2006.

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

Results of Operations by Segment

|                        |  |                                    |       |                                   |   |       |  |      |       |  |   |       | 
|----------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | ----- |  | ---- | ----- |  | - | ----- | 
|                        |  | Three Months Ended
  September 30, |       | Nine Months Ended
  September 30, |  
|                        |  |                                    |       |                                   |  
|                        |  | 2006                               |       | 2005                              |   | 2006  |  | 2005 |      
|                        |  |                                    |       |                                   |   |       |  |      |      
|                        |  | (In millions)                      |       | (In millions)                     |  
|                        |  |                                    |       |                                   |  
|Net Revenues            |  |                                    |       |                                   |  
|Manufacturing           |  | $                                  | 125.0 |                                   | $ | 118.8 |  | $    | 385.9 |  | $ | 360.6 | 
|Performance
  chemicals |  |                                    | 100.0 |                                   |   | 90.3  |  |      | 276.9 |  |   | 250.9 | 
|                        |  |                                    |       |                                   |   |       |  |      |       |  |   |       | 
|Total                   |  | $                                  | 225.0 |                                   | $ | 209.1 |  | $    | 662.8 |  | $ | 611.5 | 
|                        |  |                                    |       |                                   |   |       |  |      |       |  |   |       | 

|                        |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  
|----------------------- |  | ---------------------------------- | ---- | --------------------------------- | - | ------- | - | ------- | ---- | - | - | ---- | -
|                        |  | Three Months Ended
  September 30, |      | Nine Months Ended
  September 30, |  
|                        |  |                                    |      |                                   |  
|                        |  | 2006(1)                            |      | 2005(2)                           |   | 2006(3) |   | 2005(4) |     
|                        |  |                                    |      |                                   |   |         |   |         |     
|                        |  | (In millions)                      |      | (In millions)                     |  
|                        |  |                                    |      |                                   |  
|Operating Profit (Loss) |  |                                    |      |                                   |  
|Manufacturing           |  | $                                  | 0.4  |                                   | $ | 0.7     |   | $       | 10.9 |   | $ | 7.8  |  
|Performance
  chemicals |  |                                    | 12.8 |                                   |   | 7.7     |   |         | 34.0 |   |   | 23.1 |  
|Corporate               |  |                                    | (0.6 | )                                 |   | (1.0    | ) |         | (2.4 | ) |   | (6.3 | )
|                        |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  
|Total                   |  | $                                  | 12.6 |                                   | $ | 7.4     |   | $       | 42.5 |   | $ | 24.6 |  
|                        |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  

|    |                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes
  restructuring and impairment charges of $1.5 million in the manufacturing
  segment and $0.1 million in the performance chemicals segment.                             
|    |                                                                                                                                                                                   
|(2) | Includes
  restructuring and impairment charges of $2.0 million in the manufacturing
  segment, $1.0 million in the performance chemicals segment and $0.2 million
  in corporate.
|    |                                                                                                                                                                                   
|(3) | Includes
  restructuring and impairment charges of $3.5 million in the manufacturing
  segment and $0.3 million in the performance chemicals segment.                             
|    |                                                                                                                                                                                   
|(4) | Includes
  restructuring and impairment charges of $3.3 million in the manufacturing
  segment, $2.4 million in the performance chemicals segment and $1.8 million
  in corporate.

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

Manufacturing Segment

Net
revenues for the manufacturing segment were $125 million for the three-month
period ended September 30, 2006 as compared to $119 million for the comparable
prior year period.  This increase was
principally due to higher sales in the appliance and electronics market of $3
million, the industrial market

-19-

---



of $1 million
and the automotive market of $2 million.
The increase in revenues in the appliance and electronics market and the
industrial market was a result of the increase in the pass through of higher
copper prices.  The results of the automotive
business reflect reduced sales volumes in the base business more than offset by
the acquisition of Precision Engine Products in the third quarter of 2006.  Gross profit was $10 million for the
three-month period ended September 30, 2006 as compared to $12 million for the
comparable prior year period.  The
decrease in gross profit was primarily due to reduced volumes in the automotive
market base business.  Selling, general
and administrative expense was $8 million for the three-month period ended September
30, 2006 as compared to $9 million in the comparable prior year period.  Operating profit was break even for the
three-month period ended September 30, 2006 compared to $1 million for the
comparable prior year period.  The
shortfall in gross profit was offset by a reduction in selling, general and
administrative expenses and reduced restructuring and impairment charges.

Performance Chemicals Segment

Net
revenues for the performance chemicals segment were $100 million for the
three-month period ended September 30, 2006 as compared to $90 million for the
comparable prior year period. This was due to higher sales in the Companys
environmental and chemical processing markets, personal care products market
and technology market of $6 million, $2 million and $2 million,
respectively.  The increase in sales was
primarily the result of the higher average pricing.  Gross profit was $20 million for the three-month period ended
September 30, 2006 as compared to $16 million for the comparable prior year
period.  The increase in gross profits
is primarily attributable to strong revenue performance, partially offset by
higher raw material costs.  Selling,
general and administrative expense was $7 million for the three-month period
ended September 30, 2006 compared with $7 million for the comparable prior year
period.  Operating profit was $13
million for the three-month period ended September 30, 2006 compared to $8
million for the comparable prior year period.
The increase in revenues led to the increase in operating profit.

Nine Months Ended September 30, 2006 Compared
with nine Months Ended September 30, 2005

Manufacturing Segment

Net
revenues were $386 million for the nine-month period ended September 30, 2006
as compared with $361 million for the prior year period.  This increase was principally due to higher
sales in the appliance and electronics market of $26 million and the industrial
market of $2 million, partially offset by lower sales volumes in the Companys
North American automotive customer base of $3 million.  The increase in revenues in the appliance
and electronics market and industrial market was principally a result of the
pass through of higher copper prices.
Gross profit was $39 million for the nine-month period ended September
30, 2006 as compared to $39 million for the comparable prior year period.  Pricing improvements in the industrial
market and higher sales volumes in the appliance and electronics market were
offset by a reduction in the automotive market due to lower sales volumes.  Selling, general and administrative expense
was $24 million for the nine-month period ended September 30, 2006 as compared
to $28 million for the comparable prior year period, principally due to cost reduction
efforts.  Operating profit was $11
million for the nine-month period ended September 30, 2006 as compared to $8
million for the comparable prior year period, primarily driven by the reduction
in selling, general and administrative expense.

Performance Chemicals Segment

Net
revenues were $277 million for the nine-month period ended September 30, 2006
as compared with $251 million for the comparable prior year period.  This was due to higher sales in the

-20-

---



Companys
environmental and chemical processing markets, technology market, and
pharmaceutical and personal care product lines of $18 million, $4 million and
$4 million, respectively.  The increase
in sales was primarily the result of the higher average pricing.  Gross profit was $53 million for the
nine-month period ended September 30, 2006 as compared to $48 million for the
comparable prior year period.  The
increase in gross profit is primarily attributable to the increase in revenues,
offset by higher raw material costs and by a gain on an insurance recovery of
$3 million in 2005 related to the Companys closed Delaware Valley Works South
Plant.  Selling, general and
administrative expense was $19 million for the nine-month period ended
September 30, 2006 as compared with $22 million for the comparable prior year
period.  This decrease was primarily due
to cost reduction efforts.  Operating
profit was $34 million for the nine-month period ended September 30, 2006 as
compared to $23 million for the comparable prior year period.  This increase is attributable to the
increase in revenues, reduction in selling, general and administrative expense,
offset by the insurance recovery in 2005 for the Companys closed Delaware
Valley Works South Plant.

Financial Condition, Liquidity and Capital
Resources

Cash
and cash equivalents were $5 million at September 30, 2006, compared to $12
million at December 31, 2005.
Significant cash flows during the period of 2006 included capital
expenditures of $15 million, debt payments of $25 million and acquisitions of
$40 million, offset by proceeds from sales of assets of $30 million, cash
provided by operations of $26 million, proceeds from the exercise of stock
options of $1 million and borrowings under the revolver of $15 million.

The
Company had working capital of $130 million at September 30, 2006 as compared
to working capital of $148 million at December 31, 2005.  This decrease in working capital principally
reflects a decrease in assets held for sale and an increase in accounts payable,
partially offset by increases in accounts receivable and inventory.

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

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

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

During
the first nine months of 2006, the Company made $15 million of capital
expenditures and expects to make approximately $9-12 million of capital
expenditures during the remainder of the year.

Management
believes that the Companys cash flow from operations and availability under
its revolving credit facility will be sufficient to cover future debt service
requirements, capital expenditures, and working capital requirements during the
remainder of 2006.

Contractual Obligations

On
May 1, 2006, the Company repaid $22 million of its second lien term loan, which
was included in the contractual obligations table in the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 under long-term
debt, with payments due after five years.

-21-

---



Subsequent Event

On
October 31, 2006, the Company determined that it will be required to record a
restructuring charge of $2 million due to its decision to close its Newark, New
Jersey sulfuric acid production plant.
The action was taken by the Company as a result primarily of required
infrastructure investment and increasingly adverse market conditions.  It is anticipated that production will cease
during December 2006 and closure activities are expected to be completed by the
end of April 2007.  The restructuring
charges include termination benefits of approximately $1 million and other
closure costs totaling approximately $1 million, substantially all of which are
expected to be paid during 2007.

Recent Accounting Pronouncements

In
June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109(FIN 48).  FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements and
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of tax positions taken or expected to be
taken in a tax return.  The
interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition.  FIN 48 will be effective
for the Company beginning in the first quarter of 2007.  The Company is currently evaluating the
impact of adopting FIN 48.

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

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined
Benefit Pensions and Other Postretirement Plans, (SFAS 158).  SFAS 158 requires an employer to recognize
the overfunded or underfunded status of a defined benefit postretirement plan
(other than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year
in which the changes occur through comprehensive income.  SFAS 158 also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions.
An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006.  The Company is
currently evaluating the impact of adopting SFAS 158.

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

-22-

---



earnings and
cash flow associated with such changes.
The Company has not entered, and does not intend to enter, into
financial instruments for speculation or trading purposes.

Interest rate risk

At
September 30, 2006, the Companys debt financing consisted primarily of amounts
outstanding under the Companys credit facility.  The borrowings outstanding under the Companys credit facility
are collateralized by substantially all of the personal property and certain real
property of the Company and its domestic subsidiaries.  Borrowings under the Companys credit
facility are sensitive to changes in interest rates.  Given the existing level of borrowings under the credit facility
of $348 million as of September 30, 2006, a 1⁄2 percent change in the
weighted-average interest rate would have an interest impact of approximately
$0.1 million each month.

|                  |  |              |  |                                                        |  |                   
|----------------- |  | ------------ |  | ------------------------------------------------------ |  | ------------------
|Principal Balance |  | Fair Value   |  | Weighted-Average Interest Rate at
  September 30, 2006 |  | Scheduled Maturity
|                  |  |              |  |                                                        |  |                   
|$113 million      |  | $115 million |  | 9.76%                                                  |  | February 28, 2012 
|$220 million      |  | $221 million |  | 7.40%                                                  |  | February 28, 2011 
|$ 15 million      |  | $ 15 million |  | 7.99%                                                  |  | February 28, 2010 

In
April 2005, the Company entered into two five year interest rate collar
agreements in the aggregate notional amount of $185 million, in order to hedge
against the effect that interest rate fluctuations may have on the Companys
floating rate debt.  The interest rate
to be paid will be based on a minimum three-month LIBOR of 4.05 percent on
average and a maximum three-month LIBOR of 5.00 percent.  These interest rate collar agreements are
scheduled to mature in 2010.  The fair
value of the agreements was $2 million at September 30, 2006.

Foreign currency exchange rate and commodity
price risks

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

Item 4.
Controls and Procedures.

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

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

-23-

---





PART II. OTHER
INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | There
  have been no material changes from risk factors as previously disclosed by
  the Company in its Annual Report on Form 10-K for the fiscal year ended
  December 31, 2005.

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

NONE

Item 3. Defaults Upon Senior Securities.

NONE

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

NONE

Item 5. Other Information.

NONE

Item 6. Exhibits.

| |               |     |             |                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------- | --- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit
  No. |     | Description
| |               |     |            
|
| |               | 2.1 |             | Joint Plan
  of Reorganization Under Chapter 11, Title 11, United States Code of GenTek
  Inc., et al., and Noma Company, Debtors, dated August 28, 2003, as filed with
  the United States Bankruptcy Court for the District of Delaware on August 28,
  2003 (incorporated by reference to Exhibit 2.1 of the Registrants Form 8-K,
  filed with the Commission on October 21, 2003).
| |               |     |             |                                                                                                                                                                                                                                                                                                                                                                                         
| |               | 2.2 |             | First
  Modification to Joint Plan of Reorganization Under Chapter 11, Title 11,
  United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated
  October 3, 2003 as filed with the United States Bankruptcy Court for the
  District of Delaware on                                                                                                                     

-24-

---



| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |  | October 3,
  2003 (incorporated by reference to Exhibit 2.2 of the Registrants Form 8-K,
  filed with the Commission on October 21, 2003).                                                                                                                                                                                                                                                    
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 2.3  |  | Order
  confirming Joint Plan of Reorganization Under Chapter 11, Title 11, United
  States Code of GenTek Inc., et al., and Noma Company, Debtors, as Modified,
  as entered by the United States Bankruptcy Court for the District of Delaware
  on October 7, 2003 (incorporated by reference to Exhibit 2.3 of the Registrants
  Form 8-K, filed with the Commission on October 21, 2003).
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 3.1  |  | Third
  Amended and Restated Certificate of Incorporation of GenTek Inc., effective
  as of May 9, 2006 (incorporated by reference to the Registrants Form 10-Q,
  dated March 31, 2006, as filed with the Securities and Exchange Commission).                                                                                                                                               
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 3.2  |  | Amended and
  Restated By-Laws of GenTek Inc., effective as of March 9, 2006 (incorporated
  by reference to the Registrants Form 8-K/A, dated March 9, 2006, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                        
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 4.1  |  | GenTek Inc.
  Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated by
  reference to the Registrants Form 8-A to amend its Form 10, dated November
  10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                     
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 4.2  |  | GenTek Inc.
  Tranche C Warrant Agreement, dated as of November 10, 2003 (incorporated by
  reference to the Registrants Form 8-A to amend its Form 10, dated November
  10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                     
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 10.1 |  | Form of
  Registration Rights Agreement by and among the Company and the holders named
  therein dated as of November 10, 2003 (incorporated by reference to the
  Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed
  with the Securities and Exchange Commission).                                                                                               
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 10.2 |  | GenTek Inc.
  2003 Management and Directors Incentive Plan (incorporated by reference to
  the Registrants Form 10-Q dated September 30, 2003, as filed with the
  Securities and Exchange Commission).                                                                                                                                                                                       
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 10.3 |  | GenTek Key
  Employee Retention Plan (incorporated by reference to Exhibit 10.14 to the
  Registrants Form 10-K/A dated April 30, 2003, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                              
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 10.4 |  | Form of
  Indemnification Agreement (incorporated by reference to the Registrants Form
  10-K dated December 31, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                               
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 10.5 |  | GenTek
  Performance Plan (incorporated by reference to the Exhibit 10.3 to the
  Registrants Amendment No. 2 to Form 10, dated April 8, 1999, as filed with
  the Securities and Exchange Commission).                                                                                                                                                                                       
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 10.6 |  | Tax Sharing
  Agreement between GenTek Inc. and the General Chemical Group Inc.
  (incorporated by reference to the Exhibit 10.6 to the Registrants Amendment
  No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and
  Exchange Commission).                                                                                                                               

-25-

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| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10.7  |  | Share
  Purchase Agreement by and among ADC Telecommunications Inc., Krone
  International Holding Inc., Krone Digital Communications Inc., GenTek Holding
  Corporation, and GenTek Inc., dated March 25, 2004 (incorporated by reference
  to Exhibit 10.14 of the Registrants Form 10-Q for the period ended March 31,
  2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.8  |  | Form of Director
  Restricted Stock Agreement (incorporated by reference to the Registrants
  Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                   
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.9  |  | Form of
  Emergence Shares Restricted Stock Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                           
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.10 |  | Form of
  Restricted Stock Agreement (incorporated by reference to the Registrants
  Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                            
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.11 |  | Form of
  Stock Option Agreement (incorporated by reference to the Registrants Form
  10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                                
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.12 |  | Form of
  Performance Cash Award Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.13 |  | Retention
  Agreement with Matthew R. Friel (incorporated by reference to the
  Registrants Form 10-Q dated September 30, 2004, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.14 |  | Form of
  Letter Agreement and Term Sheet with Matthew R. Friel (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                            
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.15 |  | Master
  Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation,
  General Chemical LLC, and Honeywell International Inc. (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                            
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.16 |  | First Lien
  Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as
  borrower, the other guarantors party thereto, the lenders party thereto from
  time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger,
  General Electric Capital Corporation, as co-administrative agent, and Bank of
  America, N.A., as co-administrative agent and collateral agent, dated
  February 28, 2005 (incorporated by reference to the Registrants Form 10-K
  dated December 31, 2004, as filed with the Securities and Exchange
  Commission).
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 10.17 |  | Second Lien
  Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as
  borrower, the other guarantors party thereto, the lenders party thereto from
  time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger,
  sole bookrunner, syndication agent, administrative agent and as collateral
  agent, Bank of                                                                                                                                                                                                                          

-26-

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| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |  | America
  Securities LLC, as joint lead arranger and Bank of America, N.A., as
  documentation agent, dated February 28, 2005 (incorporated by reference to
  the Registrants Form 10-K dated December 31, 2004, as filed with the
  Securities and Exchange Commission).
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.18 |  | Employment
  Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                     
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.19 |  | Employment
  agreement with Andrew Hines, dated September 21, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                          
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.20 |  | Employment
  agreement with Maximo Vargas, dated September 22, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                         
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.21 |  | Asset
  Purchase Agreement dated April 3, 2006 between Noma Company and Southwire
  Canada Company (incorporated by reference to the Registrants Form 8-K dated
  April 3, 2006, as filed with the Securities and Exchange Commission).                                  
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.22 |  | First
  Amendment to First Lien Credit and Guaranty Agreement and Pledge and Security
  Agreement dated April 26, 2006 (incorporated by reference to the Registrants
  Form 8-K dated April 26, 2006, as filed with the Securities and Exchange
  Commission).           
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.23 |  | First
  Amendment to Second Lien Credit and Guaranty Agreement dated April 26, 2006
  (incorporated by reference to the Registrants Form 8-K dated April 26, 2006,
  as filed with the Securities and Exchange Commission).                                              
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.24 |  | Asset
  Purchase Agreement dated June 30, 2006 between Defiance, Inc., Precision
  Engine Products Corp. and Stanadyne Corporation (incorporated by reference to
  the Registrants Form 8-K dated June 30, 2006, as filed with the Securities
  and Exchange Commission).
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.25 |  | Second
  Amendment to First Lien Credit and Guaranty Agreement dated July 14, 2006
  (incorporated by reference to the Registrants Form 10-Q dated June 30, 2006,
  as filed with the Securities and Exchange Commission).                                               
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.26 |  | Second
  Amendment to Second Lien Credit and Guaranty Agreement dated July 14, 2006
  (incorporated by reference to the Registrants Form 10-Q dated June 30, 2006,
  as filed with the Securities and Exchange Commission).                                              
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.27 |  | Letter
  Agreement with James Imbriaco, dated July 27, 2006 (incorporated by reference
  to the Registrants Form 8-K dated August 4, 2006, as filed with the
  Securities and Exchange Commission).                                                                      
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 31.1  |  | Certification
  of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                   

-27-

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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.

-28-

---



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 | November 9,
  2006 |  | /s/ | William E.
  Redmond, Jr.                           
|     |                    |  |     |                                                     
|     |                    |  |     | William E. Redmond, Jr.                             
|     |                    |  |     | President
  and Chief Executive Officer and Director
|     |                    |  |     | (Principal
  Executive Officer)                     
|     |                    |  |     |                                                     
|Date | November 9,
  2006 |  | /s/ | Thomas B.
  Testa                                   
|     |                    |  |     |                                                     
|     |                    |  |     | Thomas B. Testa                                     
|     |                    |  |     | Vice
  President and Chief Financial Officer        
|     |                    |  |     | (Principal
  Financial and Accounting Officer)      

-29-

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