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

|(Mark One) |                                                                                                                                          | 
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------- | 
|           |                                                                                                                                          | 
|X          | QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March
    31, 2008 | 
|           | OR                                                                                                                                       | 
|           | TRANSITION REPORT PURSUANT TO SECTION 13 OR
      15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934                                       | 

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

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

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

|                                                                                                                                                                                                                                                                                                                                                                                             |                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------
|Indicate by check mark whether the registrant
        (1) has filed all reports required to be filed by Section 13 or 15(d)
        of the Securities Exchange Act of 1934 during the preceding 12 months
        (or for such shorter period that the registrant was required to file
        such reports), and (2) has been subject to such filing requirements for
    the past 90 days.
|                                                                                                                                                                                                                                                                                                                                                                                             | Yes X No                 
|                                                                                                                                                                                                                                                                                                                                                                                             |                          
|Indicate by check mark whether the registrant
        is a large accelerated filer, an accelerated filer, or a non-accelerated
        filer. See definition of accelerated filer and large accelerated
    filer in Rule 12b-2 of the Exchange Act. (Check One):                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                             |                          
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                                                      | Accelerated filer X      
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                                                        | Smaller reporting company
|                                                                                                                                                                                                                                                                                                                                                                                             |                          
|Indicate by check mark whether
        the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
    Act).                                                                                                                                                                                                                                                                
|Yes
     No X                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                            
|Indicate by checkmark
        whether the registrant has filed all documents and reports required to
        be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of
        1934 subsequent to the distribution of securities under a plan confirmed
    by a court.                                                                                                        
|Yes X No                                                                                                                                                                                                                                                                                                                                                                                    

The number of outstanding shares of
    the Registrants Common Stock as of April 30, 2008 was 10,259,522.







---



GENTEK INC.FORM 10-QQUARTERLY PERIOD ENDED MARCH 31, 2008INDEX

|                                                                                        | Page No.
|--------------------------------------------------------------------------------------- | --------
|PART I.     FINANCIAL
        INFORMATION:                                             
|                                                                                       
|Item
        1.     Financial Statements                                                |         
|                                                                                        |         
|Condensed
        Consolidated Statements of Operations  Three Months                 
|Ended
        March 31, 2008 and 2007                                                   | 1       
|                                                                                        |         
|Condensed
        Consolidated Balance Sheets  March 31, 2008 and                     
|December
        31, 2007                                                               | 2       
|                                                                                        |         
|Condensed
        Consolidated Statements of Cash Flows  Three Months                 
|Ended
        March 31, 2008 and 2007                                                   | 3-4     
|                                                                                        |         
|Condensed
        Consolidated Statement of Changes in Equity  Three Months            |         
|Ended
        March 31, 2008                                                            | 5       
|                                                                                        |         
|Notes
        to the Condensed Consolidated Financial Statements                        | 6-13    
|                                                                                        |         
|Item
        2.     Managements Discussion and Analysis
        of Financial           |         
|Condition
        and Results of Operations                                             | 14-19   
|                                                                                        |         
|Item
        3.     Quantitative and Qualitative Disclosures
        About Market Risk  | 19      
|                                                                                        |         
|Item
        4.     Controls and Procedures                                             | 20      
|                                                                                        |         
|PART II.     OTHER
        INFORMATION:                                                 |         
|                                                                                        |         
|Item
        1.     Legal Proceedings                                                   | 21      
|                                                                                        |         
|Item
        1A.  Risk Factors                                                          | 21      
|                                                                                        |         
|Item
        2.     Unregistered Sales of Equity Securities
        and Use of Proceeds | 21      
|                                                                                        |         
|Item
        3.     Defaults Upon Senior Securities                                     | 21      
|                                                                                        |         
|Item
        4.     Submission of Matters to a Vote of Security
        Holders         | 21      
|                                                                                        |         
|Item
        5.     Other Information                                                   | 21      
|                                                                                        |         
|Item
        6.     Exhibits                                                            | 22-25   
|                                                                                        |         
|SIGNATURES                                                                              | 26      

---



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

|                                                                 |  | Three Months
          Ended
|---------------------------------------------------------------- |  | ----------------------------
|                                                                 |  | March
          31,         
|                                                                 |  | 2008                        
|Net revenues                                                     |  | $                           
|Cost of sales                                                    |  |                             
|Selling, general and administrative
        expense              |  |                             
|Net loss on disposition of
        long-term assets              |  |                             
|Restructuring and impairment
        charges                     |  |                             
|Pension and postretirement
        liability curtailment (gains) |  |                             
|Operating
        profit                                         |  |                             
|Interest expense                                                 |  |                             
|Interest income                                                  |  |                             
|Other (income) expense, net                                      |  |                             
|Income
        from continuing operations before income taxes    |  |                             
|Income tax provision                                             |  |                             
|Income
        from continuing operations                        |  |                             
|Loss from discontinued operations
        (net of tax of $0 and  |  |                             
|$(1,105), respectively)                                          |  |                             
|Net
        income (loss)                                        |  | $                           
|                                                                
|Income per common share  basic:                                 |  |                             
|Income from continuing operations                                |  | $                           
|Loss from discontinued operations                                |  |                             
|Net
        income (loss)                                        |  | $                           
|                                                                
|Income per common share  assuming
        dilution:             |  |                             
|Income from continuing operations                                |  | $                           
|Loss from discontinued operations                                |  |                             
|Net
        income (loss)                                        |  | $                           

See the accompanying notes to the condensed consolidated financial statements.-1-

---



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

|                                                                             |  | March 31, |         | December
          31,
|---------------------------------------------------------------------------- |  | --------- | ------- | ----------------------
|                                                                             |  | 2008      |         | 2007                  
|ASSETS                                                                       |  |           |         |                       
|Current assets:                                                              |  |           |         |                       
|Cash and
        cash equivalents                                            |  | $         | 8,711   |                       
|Receivables,
        net                                                     |  |           | 80,554  |                       
|Inventories                                                                  |  |           | 47,422  |                       
|Deferred
        income taxes                                                |  |           | 39,437  |                       
|Assets
        held for sale                                                 |  |           | 2,918   |                       
|Other current
        assets                                                 |  |           | 7,031   |                       
|Total
        current assets                                                 |  |           | 186,073 |                       
|Property, plant and equipment,
        net                                   |  |           | 215,946 |                       
|Goodwill                                                                     |  |           | 147,482 |                       
|Intangible assets, net                                                       |  |           | 46,067  |                       
|Other assets                                                                 |  |           | 7,106   |                       
|Total
        assets                                                         |  | $         | 602,674 |                       
|                                                                            
|LIABILITIES AND EQUITY                                                       |  |           |         |                       
|Current liabilities:                                                         |  |           |         |                       
|Accounts
        payable                                                     |  | $         | 48,731  |                       
|Accrued
        liabilities                                                  |  |           | 44,231  |                       
|Current
        portion of long-term debt                                    |  |           | 2,879   |                       
|Total
        current liabilities                                            |  |           | 95,841  |                       
|Long-term debt                                                               |  |           | 237,558 |                       
|Pension and postretirement
        liabilities                               |  |           | 58,985  |                       
|Other liabilities                                                            |  |           | 79,113  |                       
|Total
        liabilities                                                    |  |           | 471,497 |                       
|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:  |  |           |         |                       
|10,301,126
        and 10,605,265 shares at March 31, 2008 and               |  |           |         |                       
|December
        31, 2007, respectively                                      |  |           | 78,659  |                       
|Warrants                                                                     |  |           | 7,655   |                       
|Accumulated
        other comprehensive income                               |  |           | 13,625  |                       
|Retained
        earnings                                                    |  |           | 32,265  |                       
|Treasury
        stock, at cost: 35,673 and 35,081 shares at March 31,       |  |           |         |                       
|2008
        and December 31, 2007, respectively                             |  |           | (1,027  | )                     
|Total
        equity                                                         |  |           | 131,177 |                       
|Total
        liabilities and equity                                         |  | $         | 602,674 |                       

See the accompanying notes to the condensed consolidated financial statements.-2-

---



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

|                                                                        |  | Three Months
          Ended
|----------------------------------------------------------------------- |  | ----------------------------
|                                                                        |  | March
          31,         
|                                                                        |  | 2008                        
|Cash flows from operating
        activities:                           |  |                             
|Net
        income (loss)                                               |  | $                           
|Adjustments
        to reconcile net income (loss) to net cash used for |  |                             
|operating
        activities:                                           |  |                             
|Loss
        from discontinued operations                               |  |                             
|Pension
        and postretirement liability curtailment gains          |  |                             
|Depreciation
        and amortization                                   |  |                             
|Net
        loss on disposition of long-term assets                     |  |                             
|Long-term
        incentive plan costs, net                             |  |                             
|Excess
        tax benefit from long-term incentive plan                |  |                             
|Increase
        in receivables                                         |  |                             
|Increase
        in inventories                                         |  |                             
|Increase
        in deferred tax assets                                 |  |                             
|Increase
        in accounts payable                                    |  |                             
|Decrease
        in accrued liabilities                                 |  |                             
|Increase
        (decrease) in other liabilities and assets, net        |  |                             
|Net
        cash provided by (used for) continuing operations           |  |                             
|Net
        cash used for discontinued operations                       |  |                             
|Net
        cash used for operating activities                          |  |                             
|Cash flows from investing
        activities:                           |  |                             
|Capital
        expenditures                                            |  |                             
|Proceeds
        from sales of long-term assets                         |  |                             
|Acquisition
        of businesses, net of cash acquired*                |  |                             
|Net
        cash provided by (used for) continuing operations           |  |                             
|Net
        cash provided by discontinued operations                    |  |                             
|Net
        cash provided by investing activities                       |  |                             
|Cash flows from financing
        activities:                           |  |                             
|Proceeds
        from revolving credit facility                         |  |                             
|Repayment
        of revolving credit facility                          |  |                             
|Issuance
        of long-term debt                                      |  |                             
|Repayment
        of long-term debt                                     |  |                             
|Deferred
        financing costs                                        |  |                             
|Exercise
        of stock options and warrants                          |  |                             
|Excess
        tax benefits from long-term incentive plan               |  |                             
|Acquisition
        of treasury stock                                   |  |                             
|Repurchase
        and retirement of common stock                       |  |                             
|Other                                                                   |  |                             
|Net
        cash used for continuing operations                         |  |                             
|Net
        cash used for discontinued operations                       |  |                             
|Net
        cash used for financing activities                          |  |                             
|Effect of exchange rate changes
        on cash                         |  |                             
|Increase (decrease) in cash
        and cash equivalents                |  |                             
|Cash and cash equivalents
        at beginning of period                |  |                             
|Cash and cash equivalents
        at end of period                      |  | $                           

-3-

---



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

|                                                         |  |  
|-------------------------------------------------------- |  | -
|                                                         |  |  
|                                                         |  |  
|Supplemental information:                                |  |  
|Cash paid
        for income taxes                       |  | $
|Cash paid
        for interest                           |  | $
|Capital
        expenditures incurred but not yet paid   |  | $
|                                                        
|*Acqusition of businesses,
        net of cash acquired: |  |  
|Working
        capital, other than cash                 |  | $
|Property,
        plant and equipment                    |  |  
|Other assets                                             |  |  
|Total
        cash used to acquire businesses            |  | $

See the accompanying notes to the condensed consolidated financial statements.-4-

---



GENTEK INC.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the Three Months Ended March 31, 2008(In thousands, except share data)(unaudited)

|                                                         |  |        |        |          |  |       |       |          |                         |   |               |   |          |   | Accumulated |   |  |   |        |  |   |        
|-------------------------------------------------------- |  | ------ | ------ | -------- |  | ----- | ----- | -------- | ----------------------- | - | ------------- | - | -------- | - | ----------- | - |  | - | ------ |  | - | -------
|                                                         |  |        |        |          |  |       |       |          |                         |   |               |   |          |   | Other       |   |  |   |        |  |   |        
|                                                         |  | Common |        |          |  |       |       | Treasury |                         |   | Comprehensive |   | Retained |   |             |   | 
|                                                         |  | Stock  |        | Warrants |  | Stock |       |          | Income
          (Loss) |   | Earnings      |   | Total   
|                                                        
|                                                        
|Balance at December 31, 2007                             |  | $      | 86,444 |          |  | $     | 7,776 |          |                         | $ | (1,011        | ) |          | $ | 21,510      |   |  | $ | 30,890 |  | $ | 145,609
|Components
        of comprehensive income:              |  |        |        |          |  |       |       |          |                         |   |               |   |          |   |             |   |  |   |        |  |   |        
|Net
        income                                       |  |        | --     |          |  |       | --    |          |                         |   | --            |   |          |   | --          |   |  |   | 1,375  |  |   | 1,375  
|Pension
        and postretirement liability adjustments |  |        |        |          |  |       |       |          |                         |   |               |   |          |   |             |   |  |   |        |  |   |        
|(net
        of tax of $(3,540))                         |  |        | --     |          |  |       | --    |          |                         |   | --            |   |          |   | (5,412      | ) |  |   | --     |  |   | (5,412 
|Foreign
        currency translation adjustments         |  |        |        |          |  |       |       |          |                         |   |               |   |          |   |             |   |  |   |        |  |   |        
|(net
        of tax of $33)                              |  |        | --     |          |  |       | --    |          |                         |   | --            |   |          |   | 47          |   |  |   | --     |  |   | 47     
|Change
        in unrealized loss on derivative          |  |        |        |          |  |       |       |          |                         |   |               |   |          |   |             |   |  |   |        |  |   |        
|instruments
        (net of tax of $(1,649))             |  |        | --     |          |  |       | --    |          |                         |   | --            |   |          |   | (2,520      | ) |  |   | --     |  |   | (2,520 
|Comprehensive
        loss                               |  |        |        |          |  |       |       |          |                         |   |               |   |          |   |             |   |  |   |        |  |   | (6,510 
|Long-term
        incentive plan grants, net             |  |        | 1,009  |          |  |       | --    |          |                         |   | --            |   |          |   | --          |   |  |   | --     |  |   | 1,009  
|Exercise
        and cancellation of warrants            |  |        | 121    |          |  |       | (121  | )        |                         |   | --            |   |          |   | --          |   |  |   | --     |  |   | --     
|Exercise
        of stock options                        |  |        | 47     |          |  |       | --    |          |                         |   | --            |   |          |   | --          |   |  |   | --     |  |   | 47     
|Acquisition
        of treasury stock                    |  |        | --     |          |  |       | --    |          |                         |   | (16           | ) |          |   | --          |   |  |   | --     |  |   | (16    
|Repurchase
        and retirement of common stock        |  |        | (8,965 | )        |  |       | --    |          |                         |   | --            |   |          |   | --          |   |  |   | --     |  |   | (8,965 
|Other                                                    |  |        | 3      |          |  |       | --    |          |                         |   | --            |   |          |   | --          |   |  |   | --     |  |   | 3      
|Balance at March 31, 2008                                |  | $      | 78,659 |          |  | $     | 7,655 |          |                         | $ | (1,027        | ) |          | $ | 13,625      |   |  | $ | 32,265 |  | $ | 131,177

See the accompanying notes to the condensed consolidated financial statements.-5-

---



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

Note 1  Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  In the opinion
of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 are not indicative of the results that may be
expected for the year ending December 31, 2008. 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, 2007.

On April 27, 2007, the Company signed an agreement to sell its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc.  The transaction was completed on July 17, 2007.
Accordingly, this business has been classified as discontinued operations.

Note 2  Summary of Significant Accounting Policies

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.  Certain provisions of this Statement were effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB deferred the implementation of SFAS 157 for all non-financial assets and non-financial liabilities, except those recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The implementation of SFAS 157 for financial assets and financial liabilities, effective January 1, 2008, did not have a material impact on our consolidated financial position and
results of operations.  The Company is currently assessing the impact of adopting SFAS 157 for non-financial assets and non-financial liabilities on its consolidated financial position and results of operations.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair
value measurement. The Company has valued its financial liability using the income approach and information classified as level 2 in the fair value hierarchy. The following table sets forth the Companys financial liability that was accounted
for at fair value as of March 31, 2008:

|                                |  | March 31,
|------------------------------- |  | ---------
|                                |  | 2008     
|Liabilities                     |  |          
|                               
|Interest rate collar agreements |  | 6,638    

-6-

---



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

In September 2006, the FASB issued SFAS No. 158,Employers Accounting for Defined Benefit Pensions and Other Postretirement Plans-an Amendment of FASB
Statements No. 87, 88, 106 and 132(R), (SFAS 158).  For fiscal years ending after December 15, 2008, SFAS 158 will require employers to measure the plan assets and obligations as of the date of the
employers fiscal year end. The Company has historically used a measurement date of October 31. The Company does not anticipate the change in the fiscal year end measurement date to have a material impact on the Companys results of
operations or financial condition.

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

In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations(SFAS 141R). SFAS 141R
establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity's fiscal year
that begins after December 15, 2008. The Company will assess the impact of SFAS 141R if and when a future acquisition occurs after the date of adoption.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51(SFAS 160). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for fiscal years beginning on or after December 15,
2008. Earlier adoption is prohibited. The Company does not anticipate that the adoption of this statement will have a material impact on the Companys results of operations or financial condition.

In
March 2008, the FASB issued SFAS No. 161,Disclosures
About Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No.  133(SFAS No. 161). SFAS
No. 161 expands quarterly disclosure requirements in SFAS No. 133 about an entitys
derivative instruments and hedging activities. SFAS No. 161 is effective for
fiscal years  beginning after November 15, 2008. The Company is currently assessing
the impact of adopting SFAS No. 161 on its financial statements.

In April 2008, the FASB issued FSP FAS 142-3,Determination of the Useful Life of Intangible Assets(FSP FAS
142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under

-7-

---



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

SFAS No. 142,Goodwill and Other Intangible Assets(SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the
useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other applicable accounting literature.  FSP FAS 142-3 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. The Company does not anticipate that the adoption of FSP FAS 142-3 will have an impact on its results of operations or financial condition.

On February 29, 2008, the Company completed the sale of its antiperspirant actives product line to Summit Research Labs, Inc. for $18,000, subject to a working capital adjustment.  As part of
this transaction, the Company will continue to operate the antiperspirant actives manufacturing unit for up to one year under a transition services contract.  This business continues to be classified as continuing operations. The Company recorded a
loss on disposition of long-term assets as a result of this sale in the amount of $1,930.

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

Losses on disposition of long-term assets in the prior period has been reclassified in the condensed consolidated statement of operations to conform to the current period presentation.  These
losses were previously included in cost of sales.

Note 3  Comprehensive Income (Loss)

Total
comprehensive income (loss) is comprised of net income (loss), pension and postretirement
liability adjustments, foreign currency translation adjustments and the change
in unrealized gains and losses on derivative financial instruments. Total comprehensive
income (loss) for the three months ended March 31, 2008 and 2007 was $(6,510)
and $(757), 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
|-------------------------------------------------- |  | ----------------------------
|                                                   |  | March
          31,         
|                                                   |  | 2008                        
|Basic earnings per common
        share:           |  |                             
|Weighted
        average common shares outstanding |  | 10,141,008                  
|Diluted earnings per common
        share:         |  |                             
|Weighted
        average common shares outstanding |  | 10,141,008                  
|Warrants,
        options and restricted stock     |  | 838,558                     
|Total                                              |  | 10,979,566                  

-8-

---



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

For the three months ended March 31, 2008 and 2007, potentially dilutive securities totaling 228,653 and 0, respectively, were not included in the computation of diluted earnings per common
share due to their antidilutive effect.

Note 5  Inventories

|                                                   |  |            |  | March 31, |         | December
          31,
|-------------------------------------------------- |  | ---------- |  | --------- | ------- | ----------------------
|                                                   |  |            |  | 2008      |         | 2007                  
|Raw materials                                      |  |            |  | $         | 31,296  |                       
|Work in process                                    |  |            |  |           | 5,803   |                       
|Finished products                                  |  |            |  |           | 9,265   |                       
|Supplies and containers                            |  |            |  |           | 1,058   |                       
|                                                   |  |            |  | $         | 47,422  |                       
|                                                  
|Note 6  Long-Term Debt                           
|                                                  
|                                                   |  |            |  | March 31, |         | December
          31,
|                                                   |  | Maturities |  | 2008      |         | 2007                  
|Revolving credit facility  floating
        rates |  | 2010       |  | $         | 1,000   |                       
|First lien term loans  floating
        rates     |  | 2011       |  |           | 238,336 |                       
|Other debt  various
        rates                 |  | 2008-2018  |  |           | 1,101   |                       
|Total debt                                         |  |            |  |           | 240,437 |                       
|Less: current
        portion                      |  |            |  |           | 2,879   |                       
|Net long-term
        debt                         |  |            |  | $         | 237,558 |                       

As of March 31, 2008, the weighted-average interest rates in effect for the first lien term loan and the revolving credit facility were 5.77 percent and 6.50 percent, respectively.

Note 7  Stock Incentive Plans

During the first three months of 2008, the Company granted the following awards:

|                 |  |        |  | Weighted Average
|---------------- |  | ------ |  | ----------------
|                 |  | Shares |  | Grant-Date Value
|Restricted stock |  | 350    |  | $28.99          

Compensation cost recorded for stock-based compensation under the long-term incentive plan was $999 and $539 for the three months ended March 31, 2008 and 2007, respectively.

As of March 31, 2008, there was $3,210 of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 2.1 years. The remaining unrecognized
compensation cost for performance based restricted stock may vary each reporting period based on changes in the expected achievement of performance measures.

-9-

---



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

Note 8  Segment Information

The Companys segment presentation has been changed to reflect its industrial wire and fluid handling equipment product lines within corporate and other. These product lines were formerly included within the
Companys manufacturing segment, which is no longer a reportable segment. The remaining business of the former manufacturing segment comprises the new valve actuation systems segment. Prior period information has been restated to conform to the
current presentation.

|                                                                                                                                                    |   | Three Months
          Ended
|--------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------
|                                                                                                                                                    |   | March
          31,         
|                                                                                                                                                    |   | 2008                        
|Net Revenues                                                                                                                                        |   |                             
|Valve actuation systems(1)                                                                                                                          | $ | 36,426                      
|Performance chemicals                                                                                                                               |   | 103,888                     
|Corporate and other(1)                                                                                                                              |   | 11,055                      
|Consolidated                                                                                                                                        | $ | 151,369                     
|                                                                                                                                                   
|(1) Revenues of
        $16,029, for the three months ended March 31, 2007, have been restated
        and included in corporate and other.        
|                                                                                                                                                   
|                                                                                                                                                    |   | Three Months
          Ended
|                                                                                                                                                    |   | March
          31,         
|                                                                                                                                                    |   | 2008                        
|Operating Profit                                                                                                                                    |   |                             
|Valve actuation systems(1)                                                                                                                          | $ | (250                        
|Performance chemicals                                                                                                                               |   | 7,724                       
|Corporate and other(1)                                                                                                                              |   | (607                        
|Consolidated                                                                                                                                        |   | 6,867                       
|Interest expense                                                                                                                                    |   | 4,383                       
|Other expense (income), net                                                                                                                         |   | (311                        
|Consolidated income from
        continuing operations before income taxes                                                                          | $ | 2,795                       
|                                                                                                                                                   
|(1) Operating profit
        of $401, for the three months ended March 31, 2007, has been restated
        and included in corporate and other.    
|                                                                                                                                                   
|                                                                                                                                                    |   | Three Months
          Ended
|                                                                                                                                                    |   | March
          31,         
|                                                                                                                                                    |   | 2008                        
|Capital Expenditures                                                                                                                                |   |                             
|Valve actuation systems(1)                                                                                                                          | $ | 2,515                       
|Performance chemicals                                                                                                                               |   | 13,159                      
|Corporate and other(1)                                                                                                                              |   | 410                         
|Consolidated                                                                                                                                        | $ | 16,084                      
|                                                                                                                                                   
|(1) Capital expenditures
        of $75, for the three months ended March 31, 2007, have been restated
        and included in corporate and other.

-10-

---



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

|                                                                                                                                                             |  | Three Months
          Ended
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------
|                                                                                                                                                             |  | March
          31,         
|                                                                                                                                                             |  | 2008                        
|Depreciation and Amortization                                                                                                                                |  |                             
|Valve actuation systems(1)                                                                                                                                   |  | $                           
|Performance chemicals                                                                                                                                        |  |                             
|Corporate and other(1)                                                                                                                                       |  |                             
|Consolidated                                                                                                                                                 |  | $                           
|                                                                                                                                                            
|(1) Depreciation
        and amortization of $270, for the three months ended March 31, 2007,
        has been restated and included in corporate and other.
|                                                                                                                                                            
|                                                                                                                                                             |  | March 31,                   
|                                                                                                                                                             |  | 2008                        
|Identifiable Assets                                                                                                                                          |  |                             
|Valve actuation systems                                                                                                                                      |  | $                           
|Performance chemicals(1)                                                                                                                                     |  |                             
|Corporate and other                                                                                                                                          |  |                             
|Assets held for sale                                                                                                                                         |  |                             
|Consolidated                                                                                                                                                 |  | $                           
|                                                                                                                                                            
|(1) Includes equity
        method investments of $0 and $215 as of March 31, 2008 and December 31,
        2007, respectively.                              |  |                             
|                                                                                                                                                            
|Note 9  Pension and Other
          Postretirement Benefits                                                                                                
|                                                                                                                                                            
|                                                                                                                                                             |  | Three Months
          Ended
|                                                                                                                                                             |  | March
          31,         
|                                                                                                                                                             |  | 2008                        
|Pension Benefits                                                                                                                                             |  |                             
|Service cost                                                                                                                                                 |  | $                           
|Interest cost                                                                                                                                                |  |                             
|Expected return on plan assets                                                                                                                               |  |                             
|Amortization of net:                                                                                                                                         |  |                             
|Prior service cost                                                                                                                                           |  |                             
|(Gain)/loss                                                                                                                                                  |  |                             
|Net periodic benefit cost
        (income)                                                                                                                   |  | $                           

During the first quarter of 2008, the Company made contributions of $355 to its pension plan trusts and expects to contribute $2,234 for the remainder of the year.

-11-

---



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

|                                          |  | Three Months
          Ended
|----------------------------------------- |  | ----------------------------
|                                          |  | March
          31,         
|                                          |  | 2008                        
|Other Postretirement
            Benefits |  |                             
|Service cost                              |  | $                           
|Interest cost                             |  |                             
|Expected return on plan assets            |  |                             
|Amortization of net:                      |  |                             
|Prior service
        (credit)            |  |                             
|Loss                                      |  |                             
|Net periodic benefit (income)             |  | $                           

During
the first quarter of 2008, the Company adopted plan amendments that froze pension
plan benefit accruals for hourly employees covered by certain collective bargaining
agreements, which  resulted in a pension curtailment gain of $36 for the three
months ended March 31, 2008. The Company remeasured its accumulated benefit obligations
under the impacted pension plan and also one of its other postretirement benefit
plans, due to a plan amendment, resulting in a net  increase to the pension and
postretirement liability of $7,783.

During the first quarter of 2007, the Company adopted plan amendments that froze pension plan benefit accruals for hourly employees covered by certain collective bargaining agreements, and
announced the closure of one of its manufacturing facilities.  These actions resulted in net pension curtailment gains of $555 for the three months ended March 31, 2007.

Note 10  Discontinued Operations

On December 22, 2006, the Company announced that it had signed a definitive agreement to sell its Noma wire and cable assembly business to Electrical Components International, Inc. for $75,000,
plus a working capital adjustment of $1,033.  The transaction was completed on February 16, 2007.  This business was formerly reported as part of the manufacturing segment, which is no longer a reportable segment. GenTeks wire and cable
manufacturing business has and will continue to supply the Noma wire and cable assembly business with wire used as a raw material. Revenues between the wire and cable manufacturing business and the Noma wire and cable assembly business that were
previously eliminated in consolidation were $3,007 for the three months ended March 31, 2007.

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

On April 27, 2007, the Company signed an agreement to sell its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc. to Ashok Leyland of Chennai, India for $17,000 in cash,
minus a working capital adjustment of $300. During the first quarter of 2007, the Company recorded an impairment charge of $6,150 to reflect the revised estimated fair value of goodwill of the business based upon the purchase offers which has been
included in income (loss) from discontinued operations. The

-12-

---



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

transaction was completed on July 17, 2007.  The business was formerly reported as part of the manufacturing segment, which is no longer a reportable segment.

The businesses included in discontinued operations had revenues of $0 and $36,706 and pretax income (loss) of $0 and $(8,779) for the three months ended March 31, 2008 and 2007,
respectively.

Note 11  Acquisitions

On December 31, 2007, the Company acquired Bay Chemical and Supply Company.  The acquisition included the manufacturing facility in Odem, Texas. Bay Chemical and Supply is a producer of water
treatment chemicals. The total cost of the acquisition was $7,000. As a result of the acquisition of Bay Chemical and Supply, the Company recognized $5,065 of goodwill, which will not be deductible for tax purposes. The goodwill is the result of
synergies and cost reductions expected to be realized as the facility is assimilated into the Companys network of water treatment chemical production facilities in the performance chemicals segment.

On February 6, 2007, the Company acquired the assets of Chalum, Inc. for $3,203.  The acquisition included the manufacturing facility in Sacaton, Arizona. Chalum produces aluminum sulfate for
the greater Phoenix, Arizona municipal water treatment market.  As a result of the acquisition of Chalum, the Company recognized $2,901 of goodwill, all of which is expected to be deductible for tax purposes.  The goodwill is the result of synergies
and cost reductions expected to be realized as the facility is assimilated into the Companys network of water treatment chemical production facilities.

-13-

---



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, 2007.

Overview

On July 17, 2007, the Company completed the sale of its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc. On February 16, 2007, the Company completed the sale of its Noma
wire and cable harness assembly business. Accordingly, these businesses have been classified as discontinued operations. The net proceeds from these transactions were used to repay outstanding debt.

Results of Operations

The following table sets forth certain line items from our condensed consolidated statements of operations for the three months ended March 31, 2008 and 2007 and the corresponding percentage of
net revenues for the relevant periods presented as a percentage of revenue for the periods indicated.

|                                                                 |  | Three
          Months Ended   
|---------------------------------------------------------------- |  | -------------------------------
|                                                                 |  | March
          31,            
|                                                                 |  | 2008                           
|                                                                 |  | (Dollars
          in millions)
|Net revenues                                                     |  | $                              
|Cost of sales                                                    |  |                                
|Selling, general and administrative
        expense              |  |                                
|Net loss on disposition of
        long-term assets              |  |                                
|Restructuring and impairment
        charges                     |  |                                
|Pension and postretirement
        liability curtailment (gains) |  |                                
|Operating
        profit                                         |  |                                
|Interest expense                                                 |  |                                
|Interest income                                                  |  |                                
|Other (income) expense, net                                      |  |                                
|Income tax provision                                             |  |                                
|Income
        from continuing operations                        |  |                                
|Loss
        from discontinued operations                        |  |                                
|Net income                                                       |  | $                              

Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007

Net revenues were $151 million for the three month period ended March 31, 2008 compared with $155 million for the comparable prior year period. The shortfall in revenue was primarily due to
lower sales of $9 million in the valve actuation systems segment and $5 million in corporate and other partly offset by increased sales of $10 million in the performance chemicals segment. The shortfall in the valve actuation systems segment is
primarily due to lower sales into the automotive market. The shortfall in corporate and other is the result of lower sales into the industrial wire market.  The increase in the

-14-

---



performance chemicals segment is due primarily to increased sales revenues in the water treatment market resulting from the impact of the acquisitions made in 2007 plus higher average selling prices necessary to offset
increased raw material costs.

Gross profit was $22 million for the three month period ended March 31, 2008 as compared with $27 million for the comparable prior year period. This reflects lower gross profit in the valve
actuation systems segment of $4 million and the performance chemicals segment of $1 million. The shortfall in the valve actuation systems segment was due primarily to reduced sales of higher margin products in the automotive market.  The decrease in
the performance chemicals segment gross profit was driven by delays in passing on the impact of increased raw material costs in the chemical processing market.

Loss on disposition of long-term assets of $2 million was primarily the result of the sale of the Companys Reheis antiperspirant actives product line on February 29, 2008.

Selling, general and administrative expense was $13 million for the three month period ended March 31, 2008 as compared with $12 million for the comparable prior year period. The prior
years results benefited from a one-time $0.7 million settlement related to prior insurance costs.

There were no restructuring and impairment charges for the three month period ended March 31, 2008. Restructuring and impairment charges were $1 million for the three month period ended March
31, 2007. The charges recorded in 2007 are primarily associated with the closure of the Newark sulfuric acid facility, which is included in the performance chemicals segment.

Operating profit was $7 million for the three month period ended March 31, 2008 as compared with $14 million for the comparable prior year period.  The decreased operating profit in 2008 was
primarily the result of lower gross profit of $5 million and the $2 million loss on the disposition of long-term assets in the current year.

Interest expense was $4 million for the three month period ended March 31, 2008 as compared to $7 million in the comparable prior year period due to reduced principal balances and lower average
interest rates.

Loss from discontinued operations in the prior year period reflects operations of the Defiance Testing and Engineering Services business and the Noma wire and cable assembly business.

Results of Operations by Segment

|                        |  | Three Months
          Ended
|----------------------- |  | ----------------------------
|                        |  | March
          31,         
|                        |  | 2008                        
|Net Revenues            |  | (In millions)               
|Valve actuation systems |  | $                           
|Performance chemicals   |  |                             
|Corporate and other     |  |                             
|Total                   |  | $                           

-15-

---



|                        |  | Three Months
          Ended
|----------------------- |  | ----------------------------
|                        |  | March
          31,         
|                        |  | 2008                        
|Operating Profit        |  | (In millions)               
|Valve actuation systems |  | $                           
|Performance chemicals   |  |                             
|Corporate and other     |  |                             
|Total                   |  | $                           

|   
|---
|(1)
|   

Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007

Valve Actuation Systems Segment

Net revenues for the valve actuation systems segment were $36 million for the three month period ended March 31, 2008 as compared to $45 million for the comparable prior year period.  This
reduction was the result of lower sales into the automotive market.  Automotive market sales were adversely impacted by the idling of a major customers facility in Brazil, the loss of an engine component program and reduced customer demand.
Gross profit was $4 million for the three month period ended March 31, 2008 as compared to $8 million for the comparable prior year period. The decrease in gross profit was primarily due to reduced sales volumes into the automotive market.  Selling,
general and administrative expense was $4 million for the three month period ended March 31, 2008 which was comparable to the prior year period. Operating loss was $0.3 million for the three month period ended March 31, 2008 compared to an operating
profit of $4 million for the comparable prior year period. The operating results were driven by the reduced sales volumes and associated margins in the automotive market.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $104 million for the three month period ended March 31, 2008 as compared to $93 million for the comparable prior year period. This was
due to higher sales in the Companys water treatment market of $8 million and chemical processing market of $2 million. Sales into water treatment benefited $3 million from the acquisitions made in 2007 with the balance resulting from higher
selling prices required to offset increases in raw material costs, partly offset by reduced sales volume. Increased revenues in the chemical processing market were the direct result of the pass through of higher material costs. Gross profit was $17
million for the three month period ended March 31, 2008 as compared to $18 million for the comparable prior year period.  The reduced gross profit is driven by timing delays in passing through higher raw materials costs in the chemical processing
business of $1 million and lower volumes in the water treatment market of $1 million partly offset by lower manufacturing costs in the pharmaceutical and personal care market. Loss on disposition of long-term assets of $2 million in 2008 is driven
by the sale of the Reheis antiperspirant actives product line.  Selling, general and administrative expense was $7 million for the three month period ended March 31, 2008 which was flat with the comparable prior year period. Operating profit was $8
million for the three month period ended March 31, 2008 which decreased $3 million from the comparable prior period. The decrease in operating profit was due to the gross margin performance and the loss on disposition of long-term assets.

-16-

---



Corporate and Other

The reduction in revenues of $5 million from the prior year is the result of reduced revenues in the industrial wire market, primarily driven by the elimination of low margin, commodity wire sales to the former Noma Wire
and Cable Harness Assembly business.  These reduced sales were partly offset by increased sales of higher margin specialty wire products.

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents were $9 million at March 31, 2008, compared to $16 million at December 31, 2007. Significant cash flows during the 2008 period included capital expenditures of $16
million, proceeds from the disposition of long-term assets of $19 million, net revolver proceeds of $1 million, debt payments of $1 million, and repurchases of common stock of $9 million.

The Company had working capital of $90 million at March 31, 2008 as compared to working capital of $93 million at December 31, 2007. This decrease in working capital principally reflects the
sale of $10 million of working capital in conjunction with the sale of the antiperspirants product line.

The Company expects to make approximately $45-50 million of capital expenditures during 2008.

On August 7, 2007, the Companys board of directors authorized a stock repurchase program pursuant to which the Company will purchase in the aggregate up to $30 million of its common stock
in open market and negotiated purchases over a period of three years, dependent upon market conditions. This program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the
Companys discretion. During the first quarter of 2008, the Company repurchased 321,699 shares for a total of $9 million in accordance with the terms of a Rule 10b5-1 trading program which the Company entered into to effectuate the stock
repurchase program. The Company has approximately $17 million available for repurchases under the program.

Management believes that the Companys cash flow from operations and availability under its revolving credit facility will be sufficient to cover future debt service requirements, capital
expenditures, stock repurchases, and working capital requirements during the remainder of 2008.

Off-Balance Sheet Arrangements

The Company has approximately $8 million of standby letters of credit outstanding as of March 31, 2008.

Recent Accounting Pronouncements

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.  Certain provisions of this Statement were effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB deferred the implementation of SFAS 157 for all non-financial assets and non-financial liabilities, except those recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually).

-17-

---



The implementation of SFAS 157 for financial assets
and financial liabilities, effective January 1, 2008, did not have a material
impact on our consolidated financial position and results of operations. The
Company is  currently assessing the impact of adopting SFAS 157 for non-financial
assets and non-financial liabilities on its consolidated financial position and
results of operations.

In September 2006, the FASB issued SFAS No. 158,Employers Accounting for Defined Benefit Pensions and Other Postretirement Plans-an Amendment of FASB
Statements No. 87, 88, 106 and 132(R), (SFAS 158).  For fiscal years ending after December 15, 2008, SFAS 158 will require employers to measure the plan assets and obligations as of the date of the
employers fiscal year end. The Company has historically used a measurement date of October 31. The Company does not anticipate the change in the fiscal year end measurement date to have a material impact on the Companys results of
operations or financial condition.

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

In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations(SFAS 141R). SFAS 141R
establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity's fiscal year
that begins after December 15, 2008. The Company will assess the impact of SFAS 141R if and when a future acquisition occurs after the date of adoption.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51(SFAS 160). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for fiscal years beginning on or after December 15,
2008. Earlier adoption is prohibited. The Company does not anticipate that the adoption of this statement will have a material impact on the Companys results of operation or financial condition.

In March 2008, the FASB issued SFAS No. 161,Disclosures About Derivative Instruments and Hedging Activities  an amendment of FASB Statement No.
133(SFAS No. 161). SFAS No. 161 expands quarterly disclosure requirements in SFAS No. 133 about an entitys derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years
beginning after November 15, 2008. The Company is currently assessing the impact of adopting SFAS No. 161 on its financial statements.

In April 2008, the FASB issued FSP FAS 142-3,Determination of the Useful Life of Intangible Assets(FSP FAS
142-3). FSP FAS 142-3 amends the factors that should be considered in developing

-18-

---



renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets(SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset
under SFAS 141(R) and other applicable accounting literature.  FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not anticipate that the adoption of FSP FAS 142-3 will
have an impact on its results of operations or financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Interest rate risk

At March 31, 2008, 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 $239 million as of March 31, 2008, a one percent change in the weighted-average interest rate would have an interest impact of approximately $0.1 million each month.

|                 |  |              |  |                    |  | Weighted-Average       |  |                           
|---------------- |  | ------------ |  | ------------------ |  | ---------------------- |  | --------------------------
|                 |  | Principal    |  |                    |  | Interest Rate at       |  |                           
|Instrument       |  | Balance      |  | Fair
        Value |  | March
        31, 2008 |  | Scheduled
        Maturity
|Term loan        |  | $238 million |  | $220 million       |  | 5.77%                  |  | February 28, 2011         
|Revolving credit |  |              |  |                    |  |                        |  |                           
|facility         |  | $1 million   |  | $1 million         |  | 6.50%                  |  | 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 a $7 million liability at March 31, 2008.

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.

-19-

---



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 March 31, 2008.  Based on such evaluation, the Companys Chief
Executive Officer and Chief Financial Officer have concluded that, as of as of March 31, 2008, the Companys disclosure controls and procedures are effective at the reasonable assurance level.

(b) Changes in Internal Control Over Financial Reporting.

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

-20-

---



PART II. OTHER INFORMATION

|Item 1.                                                                                                                                                                                             |  | Legal Proceedings.                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------
|                                                                                                                                                                                                    |  |                                                                       
|                                                                                                                                                                                                    |  | NONE                                                                  
|                                                                                                                                                                                                    |  |                                                                       
|Item 1A.                                                                                                                                                                                            |  | Risk Factors                                                          
|                                                                                                                                                                                                   
|There
        have been no material changes from risk factors as previously disclosed
        by the Company in its Annual Report on Form 10-K for the fiscal year
        ended December 31, 2007.
|                                                                                                                                                                                                   
|                                                                                                                                                                                                   
|Item 2.                                                                                                                                                                                             |  | Unregistered Sales of Equity
          Securities and Use of Proceeds.
|                                                                                                                                                                                                    |  |                                                                       
|                                                                                                                                                                                                    |  | Issuer Purchases of Equity Securities                                 

|                    |  |           |  |                            |       |           | (c) Total    |              | (d)         
|------------------- |  | --------- |  | -------------------------- | ----- | --------- | ------------ | ------------ | ------------
|                    |  |           |  |                            |       |           | Number of    |              | Approximate 
|                    |  |           |  |                            |       |           | Shares       |              | Dollar Value
|                    |  |           |  |                            |       |           | Purchased as |              | Of Shares   
|                    |  | (a) Total |  |                            |       |           | Part of      |              | That May Yet
|                    |  | Number of |  | (b)
            Average    |       | Publicly  |              | Be Purchased
|                    |  | Shares    |  | Price
            Paid per |       | Announced |              | Under the   
|                    |  | Purchased |  | Share                      |       | Program   |              | Program     
|                   
|January 1-31, 2008  |  | 147,676   |  | $                          | 27.73 |           | 147,676      |              | $           
|February 1-29, 2008 |  | 127,358   |  |                            | 28.01 |           | 127,358      |              |             
|March 1-31, 2008    |  | 46,665    |  |                            | 27.94 |           | 46,665       |              |             
|Total               |  | 321,699   |  | $                          | 27.87 |           | 321,699      |              |             

On August 7, 2007, the Company announced a stock repurchase program pursuant to which the Company may purchase in the aggregate up to $30 million of its common stock. The program expires on
August 7, 2010.

|Item 3. |  | Defaults Upon Senior Securities.                              
|------- |  | --------------------------------------------------------------
|        |  |                                                               
|        |  | NONE                                                          
|        |  |                                                               
|Item 4. |  | Submission of Matters
          to a Vote of Security Holders.
|        |  |                                                               
|        |  | NONE                                                          
|        |  |                                                               
|Item 5. |  | Other Information.                                            
|        |  |                                                               
|        |  | NONE                                                          

-21-

---



Item 6. Exhibits.

|Exhibit No. | Description
|----------- | -----------
|            |            
|            | 2.1        
|           
|            | 2.2        
|           
|            | 2.3        
|           
|            | 3.1        
|           
|            | 3.2        
|           
|            | 4.1        
|           
|            | 4.2        
|           
|            | 10.1       
|           
|            | 10.2       
|           

-22-

---



| | 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  | 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).                                                                                                                                                                                                                                                                                                                                                                         
|
| | 10.7  | Form of Performance Contingent Restricted Stock Agreement (incorporated by reference to the Registrants Form 10-Q dated June 30, 2007, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                           
|
| | 10.8  | 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).                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 10.9  | 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).                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 10.10 | 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).                                                                                                                                                                                                                                                                                                                                                                            
|
| | 10.11 | 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).                                                                                                                                                                                                                                                                    
|
| | 10.12 | 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).
|
| | 10.13 | Second Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the other guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit Partners L.P., as joint
lead arranger, sole bookrunner, syndication agent, administrative agent and as collateral agent, Bank of America Securities LLC, as joint lead arranger and Bank of America, N.A., as documentation agent, dated February 28, 2005 (incorporated by
reference to the                                                        
|

-23-

---



| |       | Registrants Form 10-K dated December 31, 2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                       
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.14 | 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).                                                              
|
| | 10.15 | 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).                                                                   
|
| | 10.16 | 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).                                                                  
|
| | 10.17 | 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).                                           
|
| | 10.18 | 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).                      
|
| | 10.19 | 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).                                                       
|
| | 10.20 | 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).           
|
| | 10.21 | 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).                                                        
|
| | 10.22 | 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).                                                       
|
| | 10.23 | Letter Agreement with James Imbriaco, dated July 27, 2006 (incorporated by reference to the Registrants Form 8-K dated August 4, 2006, as filed with the Securities and Exchange Commission).                                                                               
|
| | 10.24 | Asset Purchase Agreement dated December 22, 2006 between Electrical Components International, Inc., Noma Holding Inc. and GenTek Inc. (incorporated by reference to the Registrants Form 8-K dated December 22, 2006, as
filed with the Securities and Exchange Commission).
|

-24-

---



| | 10.25 | Third Amendment to First Lien Credit and Guaranty Agreement and waiver dated March 19, 2007 (incorporated by reference to the Registrants Form 10-K dated December 31, 2006, as filed with the Securities and Exchange
Commission).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.26 | GenTek Inc. Directors Deferred Compensation Program (incorporated by reference to the Registrants Form 10-Q dated September 30, 2007, as filed with the Securities and Exchange Commission).                                       
|
| | 31.1  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                 
|
| | 31.2  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                 
|
| | 32    | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                      
|

-25-

---



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 |  | May 9, 2008 |  | /s/ |  | William
        E. Redmond, Jr.                           
|     |  |             |  |     |  | William E. Redmond, Jr.                                   
|     |  |             |  |     |  | President and Chief Executive
        Officer and Director
|     |  |             |  |     |  | (Principal Executive Officer)                             
|    
|    
|    
|Date |  | May 9, 2008 |  | /s/ |  | Thomas
        B. Testa                                   
|     |  |             |  |     |  | Thomas B. Testa                                           
|     |  |             |  |     |  | Vice President and Chief
        Financial Officer        
|     |  |             |  |     |  | (Principal Financial and
        Accounting Officer)      

-26-

---