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

|(Mark One) |                                                           | 
|---------- | --------------------------------------------------------- | 
|          
|X          | QUARTERLY REPORT UNDER
        SECTION 13 OR 15(d)        | 
|           | OF THE SECURITIES EXCHANGE
        ACT OF 1934            | 
|           | For the quarterly period
          ended June 30, 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.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|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                                                                                                                                                                                                                                                                                                                                                                                 
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark
        whether the registrant is a shell company (as defined in Rule 12b-2 of
        the Exchange Act).                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|The number of outstanding
        shares of the Registrants Common Stock as of July 31, 2008 was
        10,462,273.                                                                                                                                                                                                                                                                                   





---



GENTEK INC.FORM 10-QQUARTERLY PERIOD ENDED JUNE 30, 2008

| |  |  |  |  |  |  |  | INDEX |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | ----- |  |  |  |  |  |  |  | 

|PART I. FINANCIAL
        INFORMATION:                                         |                                                                     | Page No.
|------------------------------------------------------------------------------ | ------------------------------------------------------------------- | --------
|                                                                               |                                                                     |         
|Item
        1.                                                                | Financial
        Statements                                        |         
|                                                                               |                                                                     |         
|Condensed
        Consolidated Statements of Operations  Three and Six Months |                                                                     |         
|                                                                               | Ended June 30, 2008 and 2007                                        |         
|                                                                               |                                                                     |         
|Condensed
        Consolidated Balance Sheets  June 30, 2008 and              |                                                                     |         
|                                                                               | December 31, 2007                                                   |         
|                                                                               |                                                                     |         
|Condensed
        Consolidated Statements of Cash Flows  Six Months           |                                                                     |         
|                                                                               | Ended June 30, 2008 and 2007                                        |         
|                                                                               |                                                                     |         
|Condensed
        Consolidated Statement of Changes in Equity  Six Months     |                                                                     |         
|                                                                               | Ended June 30, 2008                                                 |         
|                                                                               |                                                                     |         
|Notes
        to the Condensed Consolidated Financial Statements               |                                                                     | 6-15    
|                                                                               |                                                                     |         
|Item
        2.                                                                | Managements
        Discussion and Analysis of Financial           |         
|                                                                               | Condition
        and Results of Operations                         |         
|                                                                               |                                                                     |         
|Item
        3.                                                                | Quantitative
        and Qualitative Disclosures About Market Risk  |         
|                                                                               |                                                                     |         
|Item
        4.                                                                | Controls
        and Procedures                                     |         
|                                                                               |                                                                     |         
|PART II.                                                                       | OTHER INFORMATION:                                                  |         
|                                                                               |                                                                     |         
|Item
        1.                                                                | Legal Proceedings                                                   |         
|                                                                               |                                                                     |         
|Item
        1A. Risk Factors                                                  |                                                                     | 25      
|                                                                               |                                                                     |         
|Item
        2.                                                                | Unregistered
        Sales of Equity Securities and Use of Proceeds |         
|                                                                               |                                                                     |         
|Item
        3.                                                                | Defaults
        Upon Senior Securities                             |         
|                                                                               |                                                                     |         
|Item
        4.                                                                | Submission
        of Matters to a Vote of Security Holders         |         
|                                                                               |                                                                     |         
|Item
        5.                                                                | Other Information                                                   |         
|                                                                               |                                                                     |         
|Item
        6.                                                                | Exhibits                                                            |         
|                                                                               |                                                                     |         
|SIGNATURES                                                                     |                                                                     | 29      

---



| | PART I. FINANCIAL INFORMATION | 
| | ----------------------------- | 

Item 1. Financial Statements.

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

|                                                                 |  | Three Months
          Ended |         | Six Months
          Ended
|---------------------------------------------------------------- |  | ---------------------------- | ------- | --------------------------
|                                                                 |  | June
          30,           |         | June
          30,        
|                                                                 |  | 2008                         |         | 2007                      
|Net revenues                                                     |  | $                            | 161,875 |                           
|Cost of sales                                                    |  |                              | 135,348 |                           
|Selling, general and administrative
        expense              |  |                              | 12,875  |                           
|Net (gain) loss on disposition
        of long-term assets       |  |                              | (219    | )                         
|Restructuring and impairment
        charges                     |  |                              | 508     |                           
|Pension and postretirement
        liability curtailment (gains) |  |                              | --      |                           
|Operating
        profit                                         |  |                              | 13,363  |                           
|Interest expense                                                 |  |                              | 4,030   |                           
|Interest income                                                  |  |                              | 6       |                           
|Other (income) expense, net                                      |  |                              | (283    | )                         
|Income from
        continuing operations before income taxes    |  |                              | 9,622   |                           
|Income tax provision                                             |  |                              | 1,281   |                           
|Income from
        continuing operations                        |  |                              | 8,341   |                           
|Income (loss) from discontinued
        operations (net of tax   |  |                              |         |                           
|(benefit)
        of $0, $(218), $0 and $(1,323), respectively)  |  |                              | --      |                           
|Net
        income                                               |  | $                            | 8,341   |                           
|                                                                 |  |                              |         |                           
|Income per common share  basic:                                 |  |                              |         |                           
|Income from continuing operations                                |  | $                            | 0.83    |                           
|Income (loss) from discontinued
        operations               |  |                              | --      |                           
|Net
        income                                               |  | $                            | 0.83    |                           
|                                                                 |  |                              |         |                           
|Income per common share  assuming
        dilution:             |  |                              |         |                           
|Income from continuing operations                                |  | $                            | 0.76    |                           
|Income (loss) from discontinued
        operations               |  |                              | --      |                           
|Net
        income                                               |  | $                            | 0.76    |                           

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

---



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

|                                                                             |  | June 30, |         | December
          31,
|---------------------------------------------------------------------------- |  | -------- | ------- | ----------------------
|                                                                             |  | 2008     |         | 2007                  
|ASSETS                                                                       |  |          |         |                       
|Current assets:                                                              |  |          |         |                       
|Cash and
        cash equivalents                                            |  | $        | 7,262   |                       
|Receivables,
        net                                                     |  |          | 88,074  |                       
|Inventories                                                                  |  |          | 46,460  |                       
|Deferred
        income taxes                                                |  |          | 39,450  |                       
|Assets
        held for sale                                                 |  |          | 2,932   |                       
|Other current
        assets                                                 |  |          | 5,240   |                       
|Total
        current assets                                                 |  |          | 189,418 |                       
|Property, plant and equipment,
        net                                   |  |          | 218,971 |                       
|Goodwill                                                                     |  |          | 147,482 |                       
|Intangible assets, net                                                       |  |          | 44,424  |                       
|Other assets                                                                 |  |          | 7,558   |                       
|Total
        assets                                                         |  | $        | 607,853 |                       
|                                                                            
|LIABILITIES AND EQUITY                                                       |  |          |         |                       
|Current liabilities:                                                         |  |          |         |                       
|Accounts
        payable                                                     |  | $        | 41,542  |                       
|Accrued
        liabilities                                                  |  |          | 49,807  |                       
|Current
        portion of long-term debt                                    |  |          | 2,883   |                       
|Total
        current liabilities                                            |  |          | 94,232  |                       
|Long-term debt                                                               |  |          | 240,587 |                       
|Pension and postretirement
        liabilities                               |  |          | 57,353  |                       
|Other liabilities                                                            |  |          | 73,222  |                       
|Total
        liabilities                                                    |  |          | 465,394 |                       
|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:  |  |          |         |                       
|10,500,813
        and 10,605,265 shares at June 30, 2008 and                |  |          |         |                       
|December
        31, 2007, respectively                                      |  |          | 80,365  |                       
|Warrants                                                                     |  |          | 7,074   |                       
|Accumulated
        other comprehensive income                               |  |          | 15,968  |                       
|Retained
        earnings                                                    |  |          | 40,606  |                       
|Treasury
        stock, at cost: 45,219 and 35,081 shares at June 30,        |  |          |         |                       
|2008
        and December 31, 2007, respectively                             |  |          | (1,554  | )                     
|Total
        equity                                                         |  |          | 142,459 |                       
|Total
        liabilities and equity                                         |  | $        | 607,853 |                       

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

---



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

|                                                                                          |  | Six Months
          Ended
|----------------------------------------------------------------------------------------- |  | --------------------------
|                                                                                          |  | June
          30,        
|                                                                                          |  | 2008                      
|Cash flows from operating
        activities:                                             |  |                           
|Net income                                                                                |  | $                         
|Adjustments
        to reconcile net income to net cash provided by 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                                                      |  |                           
|Increase
        (decrease) in accrued liabilities                                        |  |                           
|Increase
        (decrease) in other liabilities and assets, net                          |  |                           
|Net
        cash provided by continuing operations                                        |  |                           
|Net
        cash used for discontinued operations                                         |  |                           
|Net
        cash provided by operating activities                                         |  |                           
|Cash flows from investing
        activities:                                             |  |                           
|Capital
        expenditures                                                              |  |                           
|Proceeds
        from sales of long-term assets                                           |  |                           
|Acquisition
        of businesses, net of cash acquired*                                  |  |                           
|Net
        cash used for continuing operations                                           |  |                           
|Net
        cash provided by discontinued operations                                      |  |                           
|Net
        cash provided by (used for) 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                     |  | $ | 3,891 |  | $ | 674    |  
|Cash paid
        for interest                         |  | $ | 7,751 |  | $ | 13,831 |  
|Capital
        expenditures incurred but not yet paid |  | $ | 3,645 |  | $ | 2,347  |  
|                                                      
|*Acquisition of businesses,
    net of cash acquired:  |  |   |       |  |   |        |  
|Working
        capital, other than cash               |  | $ | --    |  | $ | (215   | )
|Property,
        plant and equipment                  |  |   | --    |  |   | (87    | )
|Other assets                                           |  |   | --    |  |   | (2,901 | )
|Total
        cash used to acquire businesses          |  | $ | --    |  | $ | (3,203 | )

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

---



GENTEK INC.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the Six Months Ended June 30, 2008(In thousands, except share data)(unaudited)

|                                                         |  |             |        |          |  |               |       |                                     |  |                  |        |       |  |   |        |  
|-------------------------------------------------------- |  | ----------- | ------ | -------- |  | ------------- | ----- | ----------------------------------- |  | ---------------- | ------ | ----- |  | - | ------ | -
|                                                         |  | CommonStock |        | Warrants |  | TreasuryStock |       | AccumulatedOtherComprehensiveIncome |  | RetainedEarnings |        | Total
|                                                        
|                                                        
|Balance at December 31, 2007                             |  | $           | 86,444 |          |  | $             | 7,776 |                                     |  | $                | (1,011 | )     |  | $ | 21,510 |  
|Components
        of comprehensive income:              |  |             |        |          |  |               |       |                                     |  |                  |        |       |  |   |        |  
|Net
        income                                       |  |             | --     |          |  |               | --    |                                     |  |                  | --     |       |  |   | --     |  
|Pension
        and postretirement liability adjustments |  |             |        |          |  |               |       |                                     |  |                  |        |       |  |   |        |  
|(net
        of tax of $(3,578))                         |  |             | --     |          |  |               | --    |                                     |  |                  | --     |       |  |   | (5,469 | )
|Foreign
        currency translation adjustments         |  |             |        |          |  |               |       |                                     |  |                  |        |       |  |   |        |  
|(net
        of tax of $107)                             |  |             | --     |          |  |               | --    |                                     |  |                  | --     |       |  |   | 163    |  
|Change
        in unrealized loss on derivative          |  |             |        |          |  |               |       |                                     |  |                  |        |       |  |   |        |  
|instruments
        (net of tax of $(155))               |  |             | --     |          |  |               | --    |                                     |  |                  | --     |       |  |   | (236   | )
|Comprehensive
        income                             |  |             |        |          |  |               |       |                                     |  |                  |        |       |  |   |        |  
|Long-term
        incentive plan grants, net             |  |             | 2,038  |          |  |               | --    |                                     |  |                  | --     |       |  |   | --     |  
|Exercise
        and cancellation of warrants            |  |             | 702    |          |  |               | (702  | )                                   |  |                  | --     |       |  |   | --     |  
|Exercise
        of stock options                        |  |             | 143    |          |  |               | --    |                                     |  |                  | --     |       |  |   | --     |  
|Acquisition
        of treasury stock                    |  |             | --     |          |  |               | --    |                                     |  |                  | (543   | )     |  |   | --     |  
|Repurchase
        and retirement of common stock        |  |             | (8,965 | )        |  |               | --    |                                     |  |                  | --     |       |  |   | --     |  
|Other                                                    |  |             | 3      |          |  |               | --    |                                     |  |                  | --     |       |  |   | --     |  
|Balance at June 30, 2008                                 |  | $           | 80,365 |          |  | $             | 7,074 |                                     |  | $                | (1,554 | )     |  | $ | 15,968 |  

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 six months ended June 30, 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.

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 June 30, 2008:

|                                |  | June 30,
|------------------------------- |  | --------
|                                |  | 2008    
|                               
|Interest rate collar agreements |  | 2,776   

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.

-6-

---



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

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 operations 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 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.

-7-

---



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

In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles, (SFAS
162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 162 is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not
expect that this standard with have a material impact on its results of operations, financial position or cash flow.

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 six months ended June 30, 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.

Certain intercompany inventory transfer transactions were not appropriately recorded during the year ended December 31, 2007 and the three months ended March 31, 2008. The impact of correcting
these immaterial errors was to decrease cost of sales by $1,268 and $894 for the three and six months ended June 30, 2008, respectively.  Management has concluded that the error was not material to the December 31, 2007 or March 31, 2008 financial
statements.

Note 3  Comprehensive Income

Total comprehensive income is comprised of net income, pension and postretirement liability adjustments, foreign currency translation adjustments and the change in unrealized gains and losses
on derivative financial instruments. Total comprehensive income for the three months ended June 30, 2008 and 2007 was $10,684 and $10,038, respectively. Total comprehensive income for the six months ended June 30, 2008 and 2007 was $4,174 and
$9,281, 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 warrants, stock options and restricted stock, using the treasury stock method.

-8-

---



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

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

|                                               |  | Three Months
          Ended |  | Six Months
          Ended
|---------------------------------------------- |  | ---------------------------- |  | --------------------------
|                                               |  | June
          30,           |  | June
          30,        
|                                               |  | 2008                         |  | 2007                      
|Basic earnings per common
        share:       |  |                              |  |                           
|Weighted
        average common shares         |  |                              |  |                           
|outstanding                                    |  | 10,044,226                   |  | 10,297,827                
|Diluted earnings per common
        share:     |  |                              |  |                           
|Weighted
        average common shares         |  |                              |  |                           
|outstanding                                    |  | 10,044,226                   |  | 10,297,827                
|Warrants,
        options and restricted stock |  | 989,497                      |  | 1,358,347                 
|Total                                          |  | 11,033,723                   |  | 11,656,174                

For the three months ended June 30, 2008 and 2007, potentially dilutive securities totaling 280,596 and 189,058, respectively, were not included in the computation of diluted earnings per
common share. For the six months ended June 30, 2008 and 2007, potentially dilutive securities totaling 243,032 and 94,529, respectively, were not included in the computation of diluted earnings per common share. These securities either had an
antidilutive effect or were contingent restricted stock for which all necessary conditions had not been satisfied.

Note 5  Inventories

|                                                   |  |            |  | June 30, |         | December
          31,
|-------------------------------------------------- |  | ---------- |  | -------- | ------- | ----------------------
|                                                   |  |            |  | 2008     |         | 2007                  
|Raw materials                                      |  |            |  | $        | 26,263  |                       
|Work in process                                    |  |            |  |          | 6,496   |                       
|Finished products                                  |  |            |  |          | 12,570  |                       
|Supplies and containers                            |  |            |  |          | 1,131   |                       
|                                                   |  |            |  | $        | 46,460  |                       
|                                                  
|Note 6  Long-Term
          Debt                  |  |            |  |          |         |                       
|                                                  
|                                                   |  |            |  | June 30, |         | December 31,          
|                                                   |  | Maturities |  | 2008     |         | 2007                  
|Revolving credit facility  floating
        rates |  | 2010       |  | $        | 4,750   |                       
|First lien term loans  floating
        rates     |  | 2011       |  |          | 237,724 |                       
|Other debt  various
        rates                 |  | 2008-2018  |  |          | 996     |                       
|Total debt                                         |  |            |  |          | 243,470 |                       
|Less:
        current portion                      |  |            |  |          | 2,883   |                       
|Net long-term
        debt                         |  |            |  | $        | 240,587 |                       

As of June 30, 2008, the weighted-average interest rates in effect for the first lien term loans and the revolving credit facility were 4.76 percent and 6.25 percent, respectively.

-9-

---



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

Note 7  Warrants

The Company has the following warrants outstanding:

|          |  |                           |  | June
          30, 2008  |  | December
          31, 2007
|--------- |  | ------------------------- |  | ------------------------ |  | ---------------------------
|          |  |                           |  | Number of                |  |                            
|          |  | Expiration
          Date |  | shares
          covered |  | Strike
          Price     
|Tranche B |  | November 10,
        2008 |  | 1,519,849                |  | $19.98                     
|Tranche C |  | November 10, 2010         |  | 955,960                  |  | $22.03                     

The warrants were issued on November 10, 2003. During 2008, 83,326 shares of common stock were issued upon exercise of warrants utilizing the cashless exercise feature of the
warrants.

Note 8  Stock Incentive Plans

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

|                 |  |  |         | Weighted
          Average Exercise
|---------------- |  |  | ------- | -----------------------------------
|                 |  |  | Shares  |                                    
|Stock options    |  |  | 80,120  |                                    
|Restricted stock |  |  | 141,359 |                                    

The fair value of each option grant was estimated using the Black-Scholes option pricing model that uses the assumptions noted in the following table.

|Dividend yield                             |  | -       |   | 
|------------------------------------------ |  | ------- | - | 
|Expected volatility                        |  | 36      | % | 
|Risk-free interest rate                    |  | 2.87    | % | 
|Expected holding period (in
        years) |  | 4       |   | 
|Weighted average fair value                |  | $  9.67 |   | 

Compensation cost recorded for stock-based compensation under the long-term incentive plan was $990 and $1,242 for the three months ended June 30, 2008 and 2007, respectively, and $1,990 and
$1,781 for the six months ended June 30, 2008 and 2007, respectively.

As of June 30, 2008, there was $5,807 of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 2.3 years. The remaining unrecognized
compensation cost for performance based restricted stock may vary each reporting period based on changes in the expected achievement of performance measures.

Note 9  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

-10-

---



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

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 |         | Six Months
          Ended
|-------------------------- |  | ---------------------------- | ------- | --------------------------
|                           |  | June
          30,           |         | June
          30,        
|                           |  | 2008                         |         | 2007                      
|Net Revenues               |  |                              |         |                           
|Valve actuation systems(1) |  | $                            | 35,554  |                           
|Performance chemicals      |  |                              | 115,919 |                           
|Corporate and other(1)     |  |                              | 10,402  |                           
|Consolidated               |  | $                            | 161,875 |                           




|(1) | Revenues of $19,293 and $35,322, for the three and six months ended June 30, 2007, respectively, have been restated and included in corporate and other.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|                                            |  | Three Months
          Ended |        | Six Months
          Ended
|------------------------------------------- |  | ---------------------------- | ------ | --------------------------
|                                            |  | June
          30,           |        | June
          30,        
|                                            |  | 2008                         |        | 2007                      
|Operating Profit                            |  |                              |        |                           
|Valve actuation systems(1)                  |  | $                            | (1,558 | )                         
|Performance chemicals                       |  |                              | 15,855 |                           
|Corporate and other(1)                      |  |                              | (934   | )                         
|Consolidated                                |  |                              | 13,363 |                           
|Interest expense                            |  |                              | 4,030  |                           
|Other expense (income), net                 |  |                              | (289   | )                         
|Consolidated income from
        continuing |  |                              |        |                           
|operations before
        income taxes      |  | $                            | 9,622  |                           




|(1) | Operating profit of $885 and $1,285, for the three and six months ended June 30, 2007, respectively, has been restated and included in corporate and other.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|                           |  | Three Months
          Ended |        | Six Months
          Ended
|-------------------------- |  | ---------------------------- | ------ | --------------------------
|                           |  | June
          30,           |        | June
          30,        
|                           |  | 2008                         |        | 2007                      
|Capital Expenditures       |  |                              |        |                           
|Valve actuation systems(1) |  | $                            | 2,036  |                           
|Performance chemicals      |  |                              | 8,162  |                           
|Corporate and other(1)     |  |                              | 77     |                           
|Consolidated               |  | $                            | 10,275 |                           




|(1) | Capital expenditures of $18 and $95, for the three and six months ended June 30, 2007, respectively, have been restated and included in corporate and other.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

-11-

---



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

|                              |  | Three Months
          Ended |       | Six
          Months Ended
|----------------------------- |  | ---------------------------- | ----- | --------------------------
|                              |  | June
          30,           |       | June
          30,        
|                              |  | 2008                         |       | 2007                      
|Depreciation and Amortization |  |                              |       |                           
|Valve actuation systems(1)    |  | $                            | 3,179 |                           
|Performance chemicals         |  |                              | 4,640 |                           
|Corporate and other(1)        |  |                              | 673   |                           
|Consolidated                  |  | $                            | 8,492 |                           




|(1) | Depreciation and amortization of $272 and $542, for the three and six months ended June 30, 2007, respectively, has been restated and included in corporate and other.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|                         |  | June 30, |         | December
          31,
|------------------------ |  | -------- | ------- | ----------------------
|                         |  | 2008     |         | 2007                  
|Identifiable Assets      |  |          |         |                       
|Valve actuation systems  |  | $        | 263,762 |                       
|Performance chemicals(1) |  |          | 296,571 |                       
|Corporate and other      |  |          | 44,588  |                       
|Assets held for sale     |  |          | 2,932   |                       
|Consolidated             |  | $        | 607,853 |                       




|(1) | Includes equity method investments of $ 0 and
    $215 as of June 30, 2008 and December 31, 2007, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------

Note 10  Restructuring and Impairment Charges

During the second quarter of 2008, the Company initiated a workforce reduction affecting valve actuation systems employees. The Company expects to substantially complete implementation of this
restructuring action during 2008. The following tables summarize the Companys costs and accruals for this restructuring action:

|                                                       |  | Valve     |      |             |  |           |    |       |   |    |  |  
|------------------------------------------------------ |  | --------- | ---- | ----------- |  | --------- | -- | ----- | - | -- |  | -
|                                                       |  | Actuation |      | Performance |  |           |    |       |   |    | 
|                                                       |  | Systems   |      | Chemicals   |  | Corporate |    | Total
|                                                      
|Employee Termination Costs                             |  |           |      |             |  |           |    |       |   |    |  |  
|Cumulative
        costs incurred                      |  | $         | 508  |             |  | $         | -- |       | $ | -- |  | $
|Costs anticipated
        to be incurred in the future |  |           | 222  |             |  |           | -- |       |   | -- |  |  
|Total costs
        expected to be incurred            |  | $         | 730  |             |  | $         | -- |       | $ | -- |  | $
|                                                      
|Accrual
        balance at December 31, 2007           |  |           | --   |             |  |           | -- |       |   | -- |  |  
|Provisions                                             |  |           | 508  |             |  |           | -- |       |   | -- |  |  
|Amounts
        paid                                   |  |           | (173 | )           |  |           | -- |       |   | -- |  |  
|Accrual
        balance at June 30, 2008               |  | $         | 335  |             |  | $         | -- |       | $ | -- |  | $

-12-

---



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

|Note 11  Pension
          and Other Postretirement Benefits
|-------------------------------------------------------------
|                                                             
|                                                             
|                                                             
|                                                             
|Pension Benefits                                             
|Service cost                                                 
|Interest cost                                                
|Expected return on plan assets                               
|Amortization of net:                                         
|Prior service
        cost                                   
|(Gain)/loss                                                  
|Net periodic benefit (income)                                

During the first six months of 2008, the Company made contributions of $907 to its pension plan trusts and expects to contribute $516 for the remainder of the year.

|                               |  | Three Months
          Ended |        | Six Months
          Ended
|------------------------------ |  | ---------------------------- | ------ | --------------------------
|                               |  | June
          30,           |        | June
          30,        
|                               |  | 2008                         |        | 2007                      
|Other Postretirement Benefits  |  |                              |        |                           
|Service cost                   |  | $                            | 174    |                           
|Interest cost                  |  |                              | 607    |                           
|Expected return on plan assets |  |                              | --     |                           
|Amortization of net:           |  |                              |        |                           
|Prior service
        (credit) |  |                              | (1,233 | )                         
|Loss                           |  |                              | 13     |                           
|Net periodic benefit (income)  |  | $                            | (439   | )                         

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.

During the second quarter of 2008, the Company implemented plan amendments to one of its postretirement medical plans which cap the Companys cost for providing these benefits. The effect
of these changes was a reduction to the accumulated postretirement benefit obligation of $934 which will be amortized as a component of net periodic postretirement benefit cost over the average remaining service period until full eligibility of
active plan participants.

Based on these amendments in 2008, the Company remeasured its accumulated benefit obligations under the impacted pension plan and other postretirement benefit plans, resulting in a net increase
to the pension and postretirement liability of $6,969.

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

-13-

---



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

announced the closure of one of its manufacturing facilities.  These actions resulted in net pension curtailment gains of $555.

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

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

Note 12  Income Taxes

The effective tax rates are lower than the United States statutory rate in 2008 primarily as a result of the reduction in the amount of unrecognized tax benefits. A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as follows:

|Balance at January 1, 2008                                           |  | $ | 4,940  |  
|-------------------------------------------------------------------- |  | - | ------ | -
|Additions based on tax positions
        related to the current year |  |   | --     |  
|Additions for tax positions
        of prior years                   |  |   | 88     |  
|Expiration of statue of limitations                                  |  |   | (2,228 | )
|Settlements                                                          |  |   | --     |  
|Balance at June 30, 2008                                             |  | $ | 2,800  |  

The Company recognizes interest and penalties related to uncertain tax positions as a component of the provision for income taxes. During the three and six months ended June 30, 2008, the
Company recorded (reversed) $(1,460) and $(1,348), respectively, in interest and penalties. The Company had $1,054 accrued for interest at June 30, 2008.

Note 13  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 $0 and $3,007 for the three and six months ended June 30, 2007, respectively.

-14-

---



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

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 $0 and $677 for the three and
six months ending June 30, 2007, respectively, has been allocated to discontinued operations. This allocation was performed using the estimated net proceeds of the sale and the interest costs incurred in the 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 capitaladjustment 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 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 $2,906 and pretax income of $0 and $147 for the three months ended June 30, 2008 and 2007, respectively, and revenues
of $0 and $39,611 and a pre-tax loss of $0 and $8,631 for the six months ended June 30, 2008 and 2007, respectively.

Note 14  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.

-15-

---



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

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

During the second quarter of 2008, the Company recorded adjustments in the performance chemicals segment that related to prior periods, which resulted in a decrease to cost of sales of $1.3
million and $0.9 million for the three and six months ended June 30, 2008, respectively. These amounts resulted from costs recorded on certain intercompany inventory transfer transactions that were not properly eliminated.  As the effect of these
adjustments is immaterial, they have been recorded in the second quarter of 2008 and prior period financial information has not been restated.

Results of Operations

The following table sets forth certain line items from our condensed consolidated statements of operations for the three and six months ended June 30, 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    |       | Six Months
          Ended     
|----------------------------------------- |  | ------------------------------- | ----- | -------------------------------
|                                          |  | June
          30,              |       | June
          30,             
|                                          |  | 2008                            |       | 2007                           
|                                          |  | (Dollars
          in millions) |       | (Dollars
          in millions)
|Net revenues                              |  | $                               | 161.9 |                                
|Cost of sales                             |  |                                 | 135.3 |                                
|Gross profit                              |  |                                 | 26.5  |                                
|Selling, general and                      |  |                                 |       |                                
|administrative
        expense            |  |                                 | 12.9  |                                
|Net (gain) loss on disposition
        of |  |                                 |       |                                
|long-term
        assets                  |  |                                 | (0.2  | )                              
|Restructuring and impairment              |  |                                 |       |                                
|charges                                   |  |                                 | 0.5   |                                
|Pension and postretirement                |  |                                 |       |                                
|liability
        curtailment (gains)     |  |                                 | --    |                                
|Operating
        profit                  |  |                                 | 13.4  |                                
|Interest expense, net                     |  |                                 | 4.0   |                                
|Other (income) expense, net               |  |                                 | (0.3  | )                              
|Income tax provision                      |  |                                 | 1.3   |                                
|Income
        from continuing            |  |                                 |       |                                
|operations                                |  |                                 | 8.3   |                                
|Income
        (loss) from                |  |                                 |       |                                
|discontinued
        operations           |  |                                 | --    |                                
|Net income                                |  | $                               | 8.3   |                                

-16-

---



Three Months Ended June 30, 2008 Compared with Three Months Ended June 30, 2007

Net revenues were $162 million for the three month period ended June 30, 2008 compared with $159 million for the comparable prior year period. The increase in revenue was due to higher sales of
$17 million in the performance chemicals segment partly offset by lower sales of $6 million in the valve actuation systems segment and $9 million in corporate and other.  The increase in the performance chemicals segment is due primarily to broad
based strength across all markets driven in large part by higher average selling prices necessary to offset increased raw material costs partly offset by the sale of the Reheis antiperspirant actives product line. The shortfall in the valve
actuation systems segment is primarily due to lower sales in the automotive market. The shortfall in corporate and other is the result of lower sales into the industrial wire market.

Gross profit was $27 million for the three month period ended June 30, 2008 as compared with $28 million for the comparable prior year period. This reflects lower gross profit in the valve
actuation systems segment of $2 million and the corporate and other segment of $1 million partly offset by increased gross profit in the performance products segment. The shortfall in the valve actuation systems segment was due primarily to lower
sales volumes and increased raw material costs in the automotive market. The increase in the performance chemicals segment gross profit was driven by favorable timing on the recapture of increases in raw material costs through higher selling prices
and the previously discussed adjustment relating to prior periods of $1 million.

Selling, general and administrative expense was $13 million for the three month period ended June 30, 2008 as compared with $13 million for the comparable prior year period.

Restructuring and impairment charges were $0.5 million for the three month period ended June 30, 2008. The charges recorded in 2008 are associated with a workforce reduction implemented in the
valve actuation systems segment.

Operating profit was $13 million for the three month period ended June 30, 2008 which was comparable to the prior year period.

Interest expense was $4 million for the three month period ended June 30, 2008 as compared to $6 million in the comparable prior year period due to reduced principal balances and lower average
interest rates.

Income from discontinued operations in the prior year period reflects operations of the Defiance Testing and Engineering Services business.

Six Months Ended June 30, 2008 Compared with Six Months Ended June 30, 2007

Net revenues were $313 million for the six month period ended June 30, 2008 compared with $314 million for the comparable prior year period. The shortfall in revenue was primarily due to lower
sales of $15 million in the valve actuation systems segment and $14 million in corporate and other partly offset by increased sales of $28 million in the performance chemicals segment. The shortfall in the valve actuation systems segment is
primarily due to lower sales in the automotive market.  The shortfall in corporate and other is the result of lower sales into the industrial wire market.  The increase in the performance chemicals segment is due primarily to broad based strength
across all markets resulting from the impact of the acquisitions made in the water treatment market in 2007 coupled with higher average

-17-

---



selling prices necessary to offset increased raw material costs, partly offset by the sale of the Reheis antiperspirant actives product line.

Gross profit was $48 million for the six month period ended June 30, 2008 as compared with $55 million for the comparable prior year period.  This reflects lower gross profit in the valve
actuation systems segment of $7 million and the corporate and other segment of $1 million, partly offset by higher gross profit in the performance chemicals segment of $1 million.  The shortfall in the valve actuation systems segment was due
primarily to reduced sales volumes and higher material costs in the automotive market. The shortfall in corporate and other is the result of reduced sales volumes in the industrial wire market.  The improvement in performance chemicals is the result
of the acquisitions in the water chemicals market coupled with the recapture of raw material cost increases through higher selling prices, the previously discussed adjustment relating to prior periods partly offset by a reduction resulting from the
sale of the Reheis antiperspirant actives product line.

Selling, general and administrative expense was $26 million for the six month period ended June 30, 2008 which was comparable to the prior year period.

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.

Restructuring and impairment charges were $0.5 million for the six month period ended June 30, 2008. The charges recorded in 2008 are associated with a workforce reduction implemented in the
valve actuation systems segment.

Operating profit was $20 million for the six month period ended June 30, 2008 as compared with $27 million for the comparable prior year period. The decreased operating profit in 2008 was
primarily the result of lower gross profit of $7 million and the $2 million loss on the disposition of long-term assets in the current year partly offset by lower restructuring costs of $2 million as compared with the prior period.

Interest expense was $8 million for the six month period ended June 30, 2008 as compared to $12 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 |       | Six Months
          Ended
|----------------------- |  | ---------------------------- | ----- | --------------------------
|                        |  | June
          30,           |       | June
          30,        
|                        |  | 2008                         |       | 2007                      
|Net Revenues            |  | (In millions)                |       | (In millions)             
|Valve actuation systems |  | $                            | 35.6  |                           
|Performance chemicals   |  |                              | 115.9 |                           
|Corporate and other     |  |                              | 10.4  |                           
|Total                   |  | $                            | 161.9 |                           

-18-

---



|                        |  | Three Months
          Ended |      | Six Months
          Ended
|----------------------- |  | ---------------------------- | ---- | --------------------------
|                        |  | June
          30,           |      | June
          30,        
|                        |  | 2008(1)                      |      | 2007(2)                   
|Operating Profit        |  | (In millions)                |      | (In millions)             
|Valve actuation systems |  | $                            | (1.6 | )                         
|Performance chemicals   |  |                              | 15.9 |                           
|Corporate and other     |  |                              | (0.9 | )                         
|Total                   |  | $                            | 13.4 |                           




|(1) | Includes restructuring charges of $0.5 million in the valve actuation systems segment.                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Includes restructuring charges of $1.0 million in the valve actuation systems segment and $0.6 million in the performance chemicals segment.
|   
|(3) | Includes restructuring charges of $0.5 million in the valve actuation systems segment.                                                      
|   
|(4) | Includes restructuring charges of $1.1 million in the valve actuation systems segment and $1.7 million in the performance chemicals segment.

Three Months Ended June 30, 2008 Compared with Three Months Ended June 30, 2007

Valve Actuation Systems Segment

Net revenues for the valve actuation systems segment were $36 million for the three month period ended June 30, 2008 as compared to $42 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 $3 million for the three month period ended June 30, 2008 as compared to $5 million for the comparable prior year period. The decrease in gross profit was driven by $1 million from reduced sales volumes and $1 million from raw
material cost increases in the automotive market. Selling, general and administrative expense was $4 million for the three month period ended June 30, 2008 which was comparable to the prior year period. Restructuring and impairment charges were $0.5
million for the three month period ended June 30, 2008 as compared to $1 million in the comparable prior period. The charges recorded in 2008 are associated with a workforce reduction. Operating loss was $2 million for the three month period ended
June 30, 2008 compared to an operating profit of $0.3 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 $116 million for the three month period ended June 30, 2008 as compared to $99 million for the comparable prior year period. This was due
to broad based strength across all markets. Sales into the water treatment market increased by $13 million driven by $10 million resulting from increased selling prices required to offset higher raw material costs, $4 million from the acquisitions
made in 2007 partly offset by $1 million resulting from slightly reduced sales volume. Increased revenues in the chemical processing market of $10 million were the direct result of the pass through of higher material costs.  Increased revenues of $2
million in electronic chemicals and $1 million in the pharmaceutical and food additives market were driven by higher selling prices. These increases were partly offset by a $9 million reduction resulting from the sale of the Reheis antiperspirant
actives product line which was formerly included in the pharmaceutical and personal care market. Gross profit was $23 million for the three month period ended June 30, 2008 as compared to $21 million for the comparable prior year period. The
improved gross profit is driven by

-19-

---



favorable timing in passing through higher raw materials costs of $2 million across all markets coupled with the previously discussed adjustment relating to prior periods of $1 million partly offset by a $1 million
reduction resulting from the sale of the Reheis antiperspirant actives product line. Selling, general and administrative expense was $7 million for the three month period ended June 30, 2008 which was flat with the comparable prior year period.
Operating profit was $16 million for the three month period ended June 30, 2008 which increased $3 million from the comparable prior period. The increase in operating profit was due to the strong gross margin performance and coupled with favorable
restructuring charges as compared to the prior year.

Corporate and Other

The reduction in revenues of $9 million from the prior year is the result of reduced revenues in the industrial wire market, primarily driven by the continued elimination of low margin, commodity wire sales to the former
Noma Wire and Cable Harness Assembly business coupled with weak demand from the remainder of the industrial wire customer base.  The reduced sales volumes in the industrial wire market resulted in a reduction in gross margin of $1 million from the
comparable prior year period.

Six Months Ended June 30, 2008 Compared with Six Months Ended June 30, 2007

Valve Actuation Systems Segment

Net revenues for the valve actuation systems segment were $72 million for the six month period ended June 30, 2008 as compared to $87 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 $6 million for the six month period ended June 30, 2008 as compared to $13 million for the comparable prior year period. The decrease in gross profit was driven by $2 million from the idling of a major customers facility in
Brazil, $4 million from reduced sales volumes and $1 million from raw material cost increases in the automotive market.  Selling, general and administrative expense was $8 million for the six month period ended June 30, 2008 which was comparable to
the prior year period. Restructuring and impairment charges were $0.5 million for the six month period ended June 30, 2008 as compared to $1 million in the comparable prior period. The charges recorded in 2008 are associated with a workforce
reduction implemented in the second quarter. Operating loss was $2 million for the six month period ended June 30, 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 $220 million for the six month period ended June 30, 2008 as compared to $192 million for the comparable prior year period. This was due
to broad based strength across all markets. Sales into the water treatment market increased by $21 million driven by a $21 million increase in selling prices required to offset higher raw material costs, $7 million from the acquisitions made in 2007
partly offset by $7 million resulting from reduced sales volumes. The reduction in sales volumes sold in to the water treatment were driven by reduced demand from large pulp and paper customers, reduced consumption rates at certain customers, and
unfavorable regional weather conditions. Increased revenues in the chemical processing market of $10 million were the direct result of the pass through of higher material costs. Increased revenues of $5 million in electronic chemicals and $3 million
in the pharmaceutical and food additives market were driven by higher selling prices.  These increases were partly offset by an $11 million reduction resulting from the sale of the Reheis

-20-

---



antiperspirant actives product line which was formerly included in the pharmaceutical and personal care market. Gross profit was $40 million for the six month period ended June 30, 2008 as compared to $39 million for the
comparable prior year period. The improved gross profit is driven by the impact of the acquisitions made in the water treatment market coupled with favorable timing in passing through of higher raw materials costs of $1 million, the previously
discussed adjustment relating to prior periods of $1 million partly offset by a $1 million reduction resulting from the sale of the Reheis antiperspirant actives product line.  Selling, general and administrative expense was $14 million for the six
month period ended June 30, 2008 which was flat with the comparable prior year period. Operating profit was $24 million for the six month period ended June 30, 2008 which compared to $23 million for the comparable prior period. The increase in
operating profit was due to the strong gross margin performance coupled with favorable restructuring charges as compared to the prior year partly offset by the loss on the disposition of long term assets recorded in the first quarter of 2008
resulting from the sale of the Reheis antiperspirant actives product line.

Corporate and Other

The reduction in revenues of $14 million from the prior year is the result of reduced revenues in the industrial wire market, primarily driven by the continued elimination of low margin, commodity wire sales to the former
Noma Wire and Cable Harness Assembly business coupled with weak demand from the remainder of the industrial wire customer base.  The reduced sales volumes in the industrial wire market resulted in a reduction in gross margin of $1 million from the
comparable prior year period.

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents were $7 million at June 30, 2008, compared to $16 million at December 31, 2007. Significant cash flows during the 2008 period included cash provided by operating
activities of $4 million, capital expenditures of $26 million, proceeds from the disposition of long-term assets of $20 million, net revolver proceeds of $5 million, debt payments of $1 million, and repurchases of common stock of $9 million.

The Company had working capital of $95 million at June 30, 2008 as compared to working capital of $93 million at December 31, 2007.

The Company expects to make approximately $40-45 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.

-21-

---



Off-Balance Sheet Arrangements

The Company has approximately $7 million
of standby letters of credit outstanding as of June 30, 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). 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

-22-

---



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 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.

In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles, (SFAS
162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 162 is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not
expect that this standard with have a material impact on its results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Interest rate risk

At June 30, 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

-23-

---



interest rates. Given the existing level of borrowings under the credit facility of $242 million as of June 30, 2008, a one percent change in the weighted-average interest rate would have an interest impact of approximately
$0.2 million each month.

|                 |  |              |  |                    |  | Weighted-Average      |  |                           
|---------------- |  | ------------ |  | ------------------ |  | --------------------- |  | --------------------------
|                 |  | Principal    |  |                    |  | Interest Rate at      |  |                           
|Instrument       |  | Balance      |  | Fair
        Value |  | June
        30, 2008 |  | Scheduled
        Maturity
|Term loan        |  | $238 million |  | $225 million       |  | 4.76%                 |  | February 28, 2011         
|Revolving credit |  |              |  |                    |  |                       |  |                           
|facility         |  | $5 million   |  | $5 million         |  | 6.25%                 |  | 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 $3 million liability at June 30, 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.

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 June 30, 2008.  Based on such evaluation, the Companys Chief
Executive Officer and Chief Financial Officer have concluded that, as of June 30, 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.

-24-

---



| | 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.

NONE

Item 3. Defaults Upon Senior Securities.

NONE

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

On May 15, 2008, the Company held is annual meeting of stockholders at the offices of Latham and Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York.

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

The stockholders voted, in person or by proxy, on a proposal to ratify the appointment of Deloitte & Touche LLP as the independent auditors of the Company for the year ending December 31,
2008.

The results of the voting are shown below:

|For       |  | Against |  | Abstain |  | Broker Non-Vote
|--------- |  | ------- |  | ------- |  | ---------------
|9,193,824 |  | 39,388  |  | 22,365  |  | 0              

The stockholders also voted, in person or by proxy, on a proposal to elect directors to serve until the 2009 annual meeting of stockholders or until their respective successors are elected and
duly qualified.

The results of the voting are shown below:

|Name                    |  | For       |  | Against |  | Abstain
|----------------------- |  | --------- |  | ------- |  | -------
|                       
|William E. Redmond, Jr. |  | 9,253,569 |  | 1,770   |  | 238    
|John G. Johnson, Jr.    |  | 9,060,437 |  | 42,294  |  | 152,846
|Henry L. Druker         |  | 9,229,325 |  | 26,015  |  | 237    
|John F. McGovern        |  | 9,221,426 |  | 33,913  |  | 238    
|Kathleen R. Flaherty    |  | 9,231,731 |  | 23,608  |  | 238    
|Richard A. Rubin        |  | 9,229,301 |  | 26,038  |  | 238    

-25-

---



Item 5. Other Information.

NONE

Item 6. Exhibits.

| | Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 2.1         |  | Joint Plan
          of Reorganization Under Chapter 11, Title 11, United States Code of
          GenTek Inc., et al., and Noma Company, Debtors, dated August 28, 2003,
          as filed with the United States Bankruptcy Court for the District of
          Delaware on August 28, 2003 (incorporated by reference to Exhibit 2.1
          of the Registrants Form 8-K, filed with the Commission on October
          21, 2003).                      
|
| | 2.2         |  | First Modification
          to Joint Plan of Reorganization Under Chapter 11, Title 11, United
          States Code of GenTek Inc., et al., and Noma Company, Debtors, dated
          October 3, 2003 as filed with the United States Bankruptcy Court for
          the District of Delaware on October 3, 2003 (incorporated by reference
          to Exhibit 2.2 of the Registrants Form 8- K, filed with the Commission
          on October 21, 2003).
|
| | 2.3         |  | Order confirming
          Joint Plan of Reorganization Under Chapter 11, Title 11, United States
          Code of GenTek Inc., et al., and Noma Company, Debtors, as Modified,
          as entered by the United States Bankruptcy Court for the District of
          Delaware on October 7, 2003 (incorporated by reference to Exhibit 2.3
          of the Registrants Form 8- K, filed with the Commission on October
          21, 2003).              
|
| | 3.1         |  | Third Amended
          and Restated Certificate of Incorporation of GenTek Inc., effective
          as of May 9, 2006 (incorporated by reference to the Registrants
          Form 10-Q, dated June 30, 2006, as filed with the Securities and Exchange
          Commission).                                                                                                                                                                               
|
| | 3.2         |  | Second Amended
          and Restated By-Laws of GenTek Inc., effective as of August 7, 2007
          (incorporated by reference to the Registrant's Form 8-K, dated August
          7, 2007, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                          
|
| | 4.1         |  | GenTek Inc.
          Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated
          by reference to the Registrant's Form 8-A to amend its Form 10, dated
          November 10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                              
|
| | 4.2         |  | GenTek Inc.
          Tranche C Warrant Agreement, dated as of November 10, 2003 (incorporated
          by reference to the Registrant's Form 8-A to amend its Form 10, dated
          November 10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                              
|
| | 10.1        |  | Form of Registration Rights Agreement
      by and among the Company and the holders named therein dated as of November
      10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend
      its Form 10, dated November 10, 2003, as filed with the Securities and
      Exchange Commission).                                                                                                                                                
|

-26-

---



| | Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 10.2        |  | GenTek Inc. Amended and
          Restated 2003 Management and Directors Incentive Plan (incorporated
          by reference to the Registrants proxy statement dated April 17,
    2007, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 10.3        |  | GenTek Key Employee Retention
          Plan (incorporated by reference to Exhibit 10.14 to the Registrants
          Form 10-K/A dated April 30, 2003, as filed with the Securities and
    Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | 10.4        |  | Form of Indemnification Agreement (incorporated by reference to the Registrant's Form 10-K dated December 31, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 10.5        |  | GenTek Performance Plan
          (incorporated by reference to the Exhibit 10.3 to the Registrants
          Amendment No. 2 to Form 10, dated April 8, 1999, as filed with the
    Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 10.6        |  | 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       |  | 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).                                                                                                                                                                                                                                                                                                                                                                                            
|

-27-

---



| | Exhibit
        No. |  | Description                                                                                                                                                                                                                                                                                                     | 
| | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                     |  |                                                                                                                                                                                                                                                                                                                
| | 10.14               |  | 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).                                                     
|
| | 10.15               |  | 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).                      
|
| | 10.16               |  | 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).           
|
| | 10.17               |  | 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).                                                                  
|
| | 10.18               |  | 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).                                                                                         
|
| | 10.19               |  | Asset Purchase Agreement
          dated December 22, 2006 between Electrical Components International,
          Inc., Noma Holding Inc. and GenTek Inc. (incorporated by reference
          to the Registrants Form 8-K dated December 22, 2006, as
    filed with the Securities and Exchange Commission).
|
| | 10.20               |  | 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).                                                   
|
| | 10.21               |  | 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.                                                                                                                                 
|

-28-

---



| | SIGNATURES | 
| | ---------- | 

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

|                              |  |     | GENTEK
        INC.                                       
|----------------------------- |  | --- | ----------------------------------------------------------
|                              |  |     | Registrant                                                
|                             
|                             
|                             
|Date August
          8, 2008 |  | /s/ | William
        E. Redmond, Jr.                           
|                              |  |     | William E. Redmond, Jr.                                   
|                              |  |     | President and Chief Executive
        Officer and Director
|                              |  |     | (Principal Executive Officer)                             
|                             
|                             
|                             
|Date August
          8, 2008 |  | /s/ | Thomas
        B. Testa                                   
|                              |  |     | Thomas B. Testa                                           
|                              |  |     | Vice President and Chief
        Financial Officer        
|                              |  |     | (Principal Financial and
        Accounting Officer)      

-29-

---