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 March 31, 2009    
|           | OR                                               
|           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|           | OF THE SECURITIES EXCHANGE ACT OF 1934           

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

|                                                               |                                        
|-------------------------------------------------------------- | ---------------------------------------
|Delaware                                                       | 02-0505547                             
|(State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)
|                                                              
|90 East Halsey Road                                            |                                        
|Parsippany, New Jersey                                         | 07054                                  
|(Address of principal executive offices)                       | (Zip Code)                             
|                                                              
|(973) 515-3221                                                
|(Registrants telephone number, including area code)          

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

Yes X  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act). (Check One):

|                        |  |                          
|----------------------- |  | -------------------------
|Large accelerated filer |  | Accelerated filer X      
|Non-accelerated filer   |  | Smaller reporting company

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

Yes   No X

The number of outstanding shares of the Registrants Common Stock as of April 30, 2009 was 10,130,322.





---



GENTEK INC.FORM 10-QQUARTERLY PERIOD ENDED MARCH 31, 2009INDEX

|           |                                                                                                       |                                     |       |         
|---------- | ----------------------------------------------------------------------------------------------------- | ----------------------------------- | ----- | --------
|           |                                                                                                       |                                     |       | Page No.
|PART I.    | FINANCIAL INFORMATION:                                                                                |                                    
|Item 1.    | Financial Statements                                                                                  |                                    
|           |                                                                                                       |                                    
|           | Condensed Consolidated Statements of Operations  Three Months
  Ended March 31, 2009 and 2008        | 1                                  
|           |                                                                                                       |                                     |       |         
|           | Condensed Consolidated Balance Sheets  March 31, 2009 and
  December 31, 2008                        | 2                                  
|           |                                                                                                       |                                     |       |         
|           | Condensed Consolidated Statements of Cash Flows  Three Months
  Ended March 31, 2009 and 2008        | 3                                  
|           |                                                                                                       |                                     |       |         
|           | Condensed Consolidated Statement of Changes in Equity (Deficit) 
  Three Months Ended March 31, 2009 | 4                                  
|           |                                                                                                       |                                     |       |         
|           | Notes to the Condensed Consolidated Financial Statements                                              | 5-11                               
|           |                                                                                                       |                                     |       |         
|Item 2.    | Managements Discussion and Analysis of Financial                                                     |                                    
|           |                                                                                                       | Condition and Results of Operations | 12-16
|           |                                                                                                       |                                     |       |         
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                                            | 16-17                              
|           |                                                                                                       |                                     |      
|Item 4.    | Controls and Procedures                                                                               | 17                                 
|           |                                                                                                       |                                     |       |         
|PART II.   | OTHER INFORMATION:                                                                                    |                                    
|           |                                                                                                       |                                     |       |         
|Item 1.    | Legal Proceedings                                                                                     | 18                                 
|           |                                                                                                       |                                     |       |         
|Item 1A.   | Risk Factors                                                                                          | 18                                 
|           |                                                                                                       |                                     |       |         
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                           | 18                                 
|           |                                                                                                       |                                     |       |         
|Item 3.    | Defaults Upon Senior Securities                                                                       | 18                                 
|           |                                                                                                       |                                     |       |         
|Item 4.    | Submission of Matters to a Vote of Security Holders                                                   | 18                                 
|           |                                                                                                       |                                     |       |         
|Item 5.    | Other Information                                                                                     | 18                                 
|           |                                                                                                       |                                     |       |         
|Item 6.    | Exhibits                                                                                              | 18-20                              
|           |                                                                                                      
|SIGNATURES | 21                                                                                                   

---



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

|                                                          |   |                    |   |   |         |  
|--------------------------------------------------------- | - | ------------------ | - | - | ------- | -
|                                                          |   | Three Months Ended |  
|                                                          |   | March 31,          |  
|                                                          |   | 2009               |   |   | 2008    |  
|Net revenues                                              | $ | 126,027            |   | $ | 143,109 |  
|Cost of sales                                             |   | 88,064             |   |   | 122,035 |  
|Selling, general and administrative expense               |   | 13,153             |   |   | 12,726  |  
|Net loss on disposition of long-term assets               |   | 16                 |   |   | 1,884   |  
|Restructuring and impairment charges                      |   | 337                |   |   |        |  
|Pension and postretirement liability curtailment (gains)  |   | (7                 | ) |   | (36     | )
|Operating profit                                          |   | 24,464             |   |   | 6,500   |  
|Interest expense                                          |   | 3,560              |   |   | 4,383   |  
|Interest income                                           |   | 66                 |   |   | 159     |  
|Other (income) expense, net                               |   | 203                |   |   | (152    | )
|Income from continuing operations before income taxes     |   | 20,767             |   |   | 2,428   |  
|Income tax provision                                      |   | 8,634              |   |   | 1,276   |  
|Income from continuing operations                         |   | 12,133             |   |   | 1,152   |  
|Income from discontinued operations (net of tax of $0 and |   |                    |   |   |         |  
|$144, respectively)                                       |   |                   |   |   | 223     |  
|Net income                                                | $ | 12,133             |   | $ | 1,375   |  
|                                                         
|Income per common share  basic:                          |   |                    |   |   |         |  
|Income from continuing operations                         | $ | 1.20               |   | $ | 0.11    |  
|Income from discontinued operations                       |   |                   |   |   | 0.02    |  
|Net income                                                | $ | 1.20               |   | $ | 0.13    |  
|                                                         
|Income per common share  assuming dilution:              |   |                    |   |   |         |  
|Income from continuing operations                         | $ | 1.19               |   | $ | 0.10    |  
|Income from discontinued operations                       |   |                   |   |   | 0.02    |  
|Net income                                                | $ | 1.19               |   | $ | 0.12    |  

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

---



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

|                                                                     |  |   |           |   |   |              |  
|-------------------------------------------------------------------- |  | - | --------- | - | - | ------------ | -
|                                                                     |  |   | March 31, |   |   | December 31, |  
|                                                                     |  |   | 2009      |   |   | 2008         |  
|ASSETS                                                               |  |   |           |   |   |              |  
|Current assets:                                                      |  |   |           |   |   |              |  
|Cash and cash equivalents                                            |  | $ | 30,851    |   | $ | 9,787        |  
|Receivables, net                                                     |  |   | 58,967    |   |   | 70,564       |  
|Inventories                                                          |  |   | 44,284    |   |   | 44,662       |  
|Deferred income taxes                                                |  |   | 33,533    |   |   | 33,556       |  
|Other current assets                                                 |  |   | 8,692     |   |   | 9,378        |  
|Total current assets                                                 |  |   | 176,327   |   |   | 167,947      |  
|Property, plant and equipment, net                                   |  |   | 216,939   |   |   | 219,444      |  
|Goodwill                                                             |  |   | 22,991    |   |   | 22,991       |  
|Intangible assets, net                                               |  |   | 7,393     |   |   | 8,082        |  
|Other assets                                                         |  |   | 6,869     |   |   | 6,848        |  
|Total assets                                                         |  | $ | 430,519   |   | $ | 425,312      |  
|                                                                    
|LIABILITIES AND EQUITY (DEFICIT)                                     |  |   |           |   |   |              |  
|Current liabilities:                                                 |  |   |           |   |   |              |  
|Accounts payable                                                     |  | $ | 28,818    |   | $ | 36,145       |  
|Accrued liabilities                                                  |  |   | 42,350    |   |   | 41,214       |  
|Current portion of long-term debt                                    |  |   | 2,401     |   |   | 2,534        |  
|Total current liabilities                                            |  |   | 73,569    |   |   | 79,893       |  
|Long-term debt                                                       |  |   | 210,233   |   |   | 210,854      |  
|Pension and postretirement liabilities                               |  |   | 108,957   |   |   | 110,176      |  
|Other liabilities                                                    |  |   | 46,441    |   |   | 46,028       |  
|Total liabilities                                                    |  |   | 439,200   |   |   | 446,951      |  
|Equity (Deficit):                                                    |  |   |           |   |   |              |  
|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:  |  |   |           |   |   |              |  
|10,194,179 and 10,187,678 shares at March 31, 2009 and               |  |   |           |   |   |              |  
|December 31, 2008, respectively                                      |  |   | 80,486    |   |   | 79,498       |  
|Warrants                                                             |  |   | 3,190     |   |   | 3,190        |  
|Accumulated other comprehensive loss                                 |  |   | (24,885   | ) |   | (24,839      | )
|Retained earnings (deficit)                                          |  |   | (65,748   | ) |   | (77,881      | )
|Treasury stock, at cost: 64,208 and 55,990 shares at March 31,       |  |   |           |   |   |              |  
|2009 and December 31, 2008, respectively                             |  |   | (1,724    | ) |   | (1,607       | )
|Total deficit                                                        |  |   | (8,681    | ) |   | (21,639      | )
|Total liabilities and equity (deficit)                               |  | $ | 430,519   |   | $ | 425,312      |  

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

---



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

|                                                              |   |                    |   |   |         |  
|------------------------------------------------------------- | - | ------------------ | - | - | ------- | -
|                                                              |   | Three Months Ended |  
|                                                              |   | March 31,          |  
|                                                              |   | 2009               |   |   | 2008    |  
|Cash flows from operating activities:                         |   |                    |   |   |         |  
|Net income                                                    | $ | 12,133             |   | $ | 1,375   |  
|Adjustments to reconcile net income to net cash provided by   |   |                    |   |   |         |  
|(used for) operating activities:                              |   |                    |   |   |         |  
|Income from discontinued operations                           |   |                   |   |   | (223    | )
|Pension and postretirement liability curtailment gains        |   | (7                 | ) |   | (36     | )
|Depreciation and amortization                                 |   | 7,334              |   |   | 8,478   |  
|Net loss on disposition of long-term assets                   |   | 16                 |   |   | 1,884   |  
|Long-term incentive plan costs, net                           |   | 1,063              |   |   | 999     |  
|Excess tax benefit from long-term incentive plan              |   |                   |   |   | (13     | )
|(Increase) decrease in receivables                            |   | 10,551             |   |   | (14,417 | )
|(Increase) decrease in inventories                            |   | 328                |   |   | (1,994  | )
|Increase in deferred tax assets                               |   | (199               | ) |   | (530    | )
|Increase (decrease) in accounts payable                       |   | (1,710             | ) |   | 13,465  |  
|Increase (decrease) in accrued liabilities                    |   | 1,110              |   |   | (8,935  | )
|Increase (decrease) in other liabilities and assets, net      |   | (78                | ) |   | (482    | )
|Net cash provided by (used for) continuing operations         |   | 30,541             |   |   | (429    | )
|Net cash provided by (used for) discontinued operations       |   | 883                |   |   | (771    | )
|Net cash provided by (used for) used for operating activities |   | 31,424             |   |   | (1,200  | )
|Cash flows from investing activities:                         |   |                    |   |   |         |  
|Capital expenditures                                          |   | (9,526             | ) |   | (16,031 | )
|Proceeds from sales of long-term assets                       |   | 1                  |   |   | 18,696  |  
|Net cash provided by (used for) continuing operations         |   | (9,525             | ) |   | 2,665   |  
|Net cash used for discontinued operations                     |   |                   |   |   | (53     | )
|Net cash provided by (used for) investing activities          |   | (9,525             | ) |   | 2,612   |  
|Cash flows from financing activities:                         |   |                    |   |   |         |  
|Proceeds from revolving credit facility                       |   |                   |   |   | 9,500   |  
|Repayment of revolving credit facility                        |   |                   |   |   | (8,500  | )
|Repayment of long-term debt                                   |   | (754               | ) |   | (688    | )
|Exercise of stock options and warrants                        |   | 91                 |   |   | 47      |  
|Excess tax benefits from long-term incentive plan             |   |                   |   |   | 13      |  
|Acquisition of treasury stock                                 |   | (117               | ) |   | (16     | )
|Repurchase and retirement of common stock                     |   |                   |   |   | (8,965  | )
|Other                                                         |   |                   |   |   | 3       |  
|Net cash used for continuing operations                       |   | (780               | ) |   | (8,606  | )
|Net cash used for discontinued operations                     |   |                   |   |   | (6      | )
|Net cash used for financing activities                        |   | (780               | ) |   | (8,612  | )
|Effect of exchange rate changes on cash                       |   | (55                | ) |   | (178    | )
|Increase (decrease) in cash and cash equivalents              |   | 21,064             |   |   | (7,378  | )
|Cash and cash equivalents at beginning of period              |   | 9,787              |   |   | 16,089  |  
|Cash and cash equivalents at end of period                    | $ | 30,851             |   | $ | 8,711   |  
|                                                             
|Supplemental information:                                     |   |                    |   |   |         |  
|Cash paid for income taxes                                    | $ | 1,413              |   | $ | 2,459   |  
|Cash paid for interest                                        | $ | 3,781              |   | $ | 4,067   |  
|Capital expenditures incurred but not yet paid                | $ | 1,420              |   | $ | 3,707   |  

See the accompanying notes to the condensed consolidated financial statements.-3-

---



GENTEK INC.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)For the Three Months Ended March 31, 2009(In thousands, except share data)(unaudited)

|                                                 |   |        |  |   |          |  |   |          |   |   |               |   |   |          |   |   |         |  
|------------------------------------------------ | - | ------ |  | - | -------- |  | - | -------- | - | - | ------------- | - | - | -------- | - | - | ------- | -
|                                                 |   |        |  |   |          |  |   |          |   |   | Accumulated   |   |   |          |   |   |         |  
|                                                 |   |        |  |   |          |  |   |          |   |   | Other         |   |   |          |   |   |         |  
|                                                 |   | Common |  |   |          |  |   | Treasury |   |   | Comprehensive |   |   | Retained |   |   |         |  
|                                                 |   | Stock  |  |   | Warrants |  |   | Stock    |   |   | Income (Loss) |   |   | Earnings |   |   | Total   |  
|                                                
|                                                
|Balance at December 31, 2008                     | $ | 79,498 |  | $ | 3,190    |  | $ | (1,607   | ) | $ | (24,839       | ) | $ | (77,881  | ) | $ | (21,639 | )
|Components of comprehensive income:              |   |        |  |   |          |  |   |          |   |   |               |   |   |          |   |   |         |  
|Net income                                       |   |       |  |   |         |  |   |         |   |   |              |   |   | 12,133   |   |   | 12,133  |  
|Pension and postretirement liability adjustments |   |        |  |   |          |  |   |          |   |   |               |   |   |          |   |   |         |  
|(net
    of tax of $(12))                        |   |       |  |   |         |  |   |         |   |   | (19           | ) |   |         |   |   | (19     | )
|Foreign currency translation adjustments         |   |        |  |   |          |  |   |          |   |   |               |   |   |          |   |   |         |  
|(net
    of tax of $0)                           |   |       |  |   |         |  |   |         |   |   | (1            | ) |   |         |   |   | (1      | )
|Change in unrealized loss on derivative          |   |        |  |   |          |  |   |          |   |   |               |   |   |          |   |   |         |  
|instruments
    (net of tax of $(17))            |   |       |  |   |         |  |   |         |   |   | (26           | ) |   |         |   |   | (26     | )
|Comprehensive income                             |   |        |  |   |          |  |   |          |   |   |               |   |   |          |   |   | 12,087  |  
|Long-term incentive plan grants, net             |   | 897    |  |   |         |  |   |         |   |   |              |   |   |         |   |   | 897     |  
|Exercise of stock options                        |   | 91     |  |   |         |  |   |         |   |   |              |   |   |         |   |   | 91      |  
|Acquisition of treasury stock                    |   |       |  |   |         |  |   | (117     | ) |   |              |   |   |         |   |   | (117    | )
|Balance at March 31, 2009                        | $ | 80,486 |  | $ | 3,190    |  | $ | (1,724   | ) | $ | (24,885       | ) | $ | (65,748  | ) | $ | (8,681  | )

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

---



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

Note 1  Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  In the opinion
of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2009 are not indicative of the results that may be
expected for the year ending December 31, 2009. 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, 2008.

On November 14, 2008, the Company completed the sale of its wire and cable manufacturing business in Mineral Wells, TX. Accordingly, this business has been classified as discontinued
operations.

Note 2  Summary of Significant Accounting Policies

In September 2006, the FASB issued Statement of Financial Accounting Standards, or 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 SFAS 157 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 adopted SFAS 157 provisions for non-financial assets and non-financial liabilities in the first quarter of 2009.  There was no material impact to the Companys consolidated financial position and results of operations.

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. There was no material impact on the Companys results of operations or financial condition as a result of adopting this statement in the first quarter of 2009.

In March 2008, the FASB issued SFAS No. 161,Disclosures About Derivative Instruments and Hedging Activities  an amendment of FASB Statement No.
133(SFAS 161).  SFAS 161 expands quarterly disclosure requirements in SFAS No. 133 about an entitys derivative instruments and hedging activities.  SFAS 161 is effective for fiscal years beginning after
November 15, 2008.  The Company adopted SFAS 161 in the first quarter of 2009 (see Note 11).

-5-

---



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

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.
There was no material impact on the Companys results of operations or financial condition as a result of adopting this statement in the first quarter of 2009.

On February 29, 2008, the Company completed the sale of its antiperspirant actives product line to Summit Research Labs, Inc. for $18,000.  As part of this transaction, the Company
continued to operate the antiperspirant actives manufacturing unit through September 30, 2008, 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 during the first quarter of 2008.

On April 30, 2009, Chrysler LLC and certain of its wholly owned U.S. subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code. The Company had net outstanding
receivables from Chrysler of $6,092 at March 31, 2009 of which the Company has subsequently collected $2,573 and the Company has recorded an estimated allowance of $1,776 on the remaining receivable of $3,519.  This additional
allowance was determined based upon the Companys interpretation of Chryslers publically stated restructuring plans.  It is reasonably possible that the Companys estimate may change positively or negatively in the near term by an
amount that may be material based on the outcome of Chryslers Chapter 11 reorganization process.

Note 3  Comprehensive Income (Loss)

Total comprehensive income (loss) is comprised of net income (loss), pension and postretirement liability adjustments, foreign currency translation adjustments and the change in unrealized
gains and losses on derivative financial instruments. Total comprehensive income (loss) for the three months ended March 31, 2009 and 2008 was $12,087 and $(6,510), respectively.

Note 4  Earnings Per Share

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

On January 1, 2009, the Company adopted FSP EITF No. 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities, which requires the Company to include all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding
in our basic and diluted EPS calculations. As a result, all outstanding restricted stock awards have been included in our

-6-

---



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

calculation of basic and diluted EPS for the current and prior period. FSP EITF No. 03-6-1 also requires additional disclosure of EPS for common stock and unvested share-based payment awards, separately disclosing
distributed and undistributed earnings. However, the Company has only undistributed earnings in the current and prior period.

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

|                                           |                    |  |           
|------------------------------------------ | ------------------ |  | ----------
|                                           | Three Months Ended
|                                           | March 31,         
|                                           | 2009               |  | 2008      
|Basic earnings per common share:           |                    |  |           
|Weighted average common shares outstanding | 10,148,938         |  | 10,397,193
|Diluted earnings per common share:         |                    |  |           
|Weighted average common shares outstanding | 10,148,938         |  | 10,397,193
|Warrants                                   |                   |  | 694,515   
|Options                                    | 43,192             |  | 81,133    
|Total                                      | 10,192,130         |  | 11,172,841

For the three months ended March 31, 2009 and 2008, there were potentially dilutive securities totaling 1,174,068 and 64,130, respectively, which were not included in the computation of diluted
earnings per common share due to their antidilutive effect.

|                                           |            |  |   |           |  |   |             
|------------------------------------------ | ---------- |  | - | --------- |  | - | ------------
|Note 5  Inventories                       |            |  |   |           |  |   |             
|                                           |            |  |   | March 31, |  |   | December 31,
|                                           |            |  |   | 2009      |  |   | 2008        
|Raw materials                              |            |  | $ | 27,029    |  | $ | 27,648      
|Work in process                            |            |  |   | 5,706     |  |   | 4,664       
|Finished products                          |            |  |   | 10,361    |  |   | 11,179      
|Supplies and containers                    |            |  |   | 1,188     |  |   | 1,171       
|                                           |            |  | $ | 44,284    |  | $ | 44,662      
|                                          
|Note 6  Long-Term Debt                    |            |  |   |           |  |   |             
|                                          
|                                           |            |  |   | March 31, |  |   | December 31,
|                                           | Maturities |  |   | 2009      |  |   | 2008        
|Revolving credit facility  floating rates | 2010       |  | $ |          |  | $ |            
|First lien term loans  floating rates     | 2011       |  |   | 212,295   |  |   | 212,846     
|Other debt  various rates                 | 2009-2012  |  |   | 339       |  |   | 542         
|Total debt                                 |            |  |   | 212,634   |  |   | 213,388     
|Less: current portion                      |            |  |   | 2,401     |  |   | 2,534       
|Net long-term debt                         |            |  | $ | 210,233   |  | $ | 210,854     

As of March 31, 2009, the weighted-average interest rate in effect for the first lien term loan was 3.15 percent.

-7-

---



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

Note 7  Stock Incentive Plans

During the first three months of 2009, the Company granted the following awards:

|                 |  |        |  |  |                 
|---------------- |  | ------ |  |  | ----------------
|                 |  |        |  |  | Weighted Average
|                 |  | Shares |  |  | Grant-Date Value
|Restricted stock |  | 1,000  |  |  | $18.75          

Compensation cost recorded for stock-based compensation under the long-term incentive plan was $1,063 and $999 for the three months ended March 31, 2009 and 2008,
respectively.

As of March 31, 2009, there was $1,668 of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 1.2 years. The remaining unrecognized
compensation cost for performance based restricted stock may vary each reporting period based on changes in the expected achievement of performance measures.

|                                                                   |   |                    |   |   |         |  
|------------------------------------------------------------------ | - | ------------------ | - | - | ------- | -
|Note 8  Segment Information                                       |   |                    |   |   |         |  
|                                                                  
|                                                                   |   | Three Months Ended |  
|                                                                   |   | March 31,          |  
|                                                                   |   | 2009               |   |   | 2008    |  
|Net Revenues                                                       |   |                    |   |   |         |  
|Valve actuation systems                                            | $ | 17,172             |   | $ | 36,426  |  
|Performance chemicals                                              |   | 106,332            |   |   | 103,888 |  
|Corporate and other                                                |   | 2,523              |   |   | 2,795   |  
|Consolidated                                                       | $ | 126,027            |   | $ | 143,109 |  
|                                                                  
|                                                                   |   | Three Months Ended |  
|                                                                   |   | March 31,          |  
|                                                                   |   | 2009               |   |   | 2008    |  
|Operating Profit                                                   |   |                    |   |   |         |  
|Valve actuation systems                                            | $ | (3,613             | ) | $ | (250    | )
|Performance chemicals                                              |   | 29,039             |   |   | 7,724   |  
|Corporate and other                                                |   | (962               | ) |   | (974    | )
|Consolidated                                                       |   | 24,464             |   |   | 6,500   |  
|Interest expense                                                   |   | 3,560              |   |   | 4,383   |  
|Other expense (income), net                                        |   | 137                |   |   | (311    | )
|Consolidated income from continuing operations before income taxes | $ | 20,767             |   | $ | 2,428   |  
|                                                                  
|                                                                   |   | Three Months Ended |  
|                                                                   |   | March 31,          |  
|                                                                   |   | 2009               |   |   | 2008    |  
|Capital Expenditures                                               |   |                    |   |   |         |  
|Valve actuation systems                                            | $ | 3,744              |   | $ | 2,515   |  
|Performance chemicals                                              |   | 5,782              |   |   | 13,159  |  
|Corporate and other                                                |   |                   |   |   | 357     |  
|Consolidated                                                       | $ | 9,526              |   | $ | 16,031  |  

-8-

---



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

|                              |   |                    |  |   |             
|----------------------------- | - | ------------------ |  | - | ------------
|                              |   | Three Months Ended
|                              |   | March 31,         
|                              |   | 2009               |  |   | 2008        
|Depreciation and Amortization |   |                    |  |   |             
|Valve actuation systems       | $ | 1,898              |  | $ | 3,372       
|Performance chemicals         |   | 5,027              |  |   | 4,674       
|Corporate and other           |   | 409                |  |   | 432         
|Consolidated                  | $ | 7,334              |  | $ | 8,478       
|                             
|                              |   | March 31,          |  |   | December 31,
|                              |   | 2009               |  |   | 2008        
|Identifiable Assets           |   |                    |  |   |             
|Valve actuation systems       | $ | 76,784             |  | $ | 80,874      
|Performance chemicals         |   | 295,605            |  |   | 306,795     
|Corporate and other           |   | 58,130             |  |   | 37,643      
|Consolidated                  | $ | 430,519            |  | $ | 425,312     
|                             
|Note 9  Restructuring        |   |                    |  |   |             

During the second quarter of 2008, the Company initiated a workforce reduction affecting valve actuation systems employees. During the third quarter of 2008, the Company initiated actions to
close a production facility included in the performance chemicals segment. The following tables summarize the Companys costs and accruals for these restructuring actions:

|                                               |   |           |   |   |             |   |   |           |  |   |       |  
|---------------------------------------------- | - | --------- | - | - | ----------- | - | - | --------- |  | - | ----- | -
|                                               |   | Valve     |   |   |             |   |   |           |  |   |       |  
|                                               |   | Actuation |   |   | Performance |   |   |           |  |   |       |  
|                                               |   | Systems   |   |   | Chemicals   |   |   | Corporate |  |   | Total |  
|                                              
|Employee Termination Costs                     |   |           |   |   |             |   |   |           |  |   |       |  
|Cumulative costs incurred                      | $ | 1,436     |   | $ | 691         |   | $ |          |  | $ | 2,127 |  
|Costs anticipated to be incurred in the future |   |          |   |   |            |   |   |          |  |   |      |  
|Total costs expected to be incurred            | $ | 1,436     |   | $ | 691         |   | $ |          |  | $ | 2,127 |  
|                                              
|Accrual balance at December 31, 2008           |   | 524       |   |   | 254         |   |   |          |  |   | 778   |  
|Provisions                                     |   | 230       |   |   |            |   |   |          |  |   | 230   |  
|Amounts paid                                   |   | (444      | ) |   | (224        | ) |   |          |  |   | (668  | )
|Accrual balance at March 31, 2009              | $ | 310       |   | $ | 30          |   | $ |          |  | $ | 340   |  

-9-

---



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

|                                                    |   |           |  |   |             |   |  |   |                    |   |       |        |  
|--------------------------------------------------- | - | --------- |  | - | ----------- | - |  | - | ------------------ | - | ----- | ------ | -
|                                                    |   | Valve     |  |   |             |   |  |   |                    |   |       |        |  
|                                                    |   | Actuation |  |   | Performance |   |  |   |                    |   |       |        |  
|                                                    |   | Systems   |  |   | Chemicals   |   |  |   | Corporate          |   | Total |       
|                                                   
|Facility Exit Costs                                 |   |           |  |   |             |   |  |   |                    |   |       |        |  
|Cumulative costs incurred                           | $ |          |  | $ | 610         |   |  | $ |                   |   | $     | 610    |  
|Costs anticipated to be incurred in the future      |   |          |  |   |            |   |  |   |                   |   |       |       |  
|Total costs expected to be incurred                 | $ |          |  | $ | 610         |   |  | $ |                   |   | $     | 610    |  
|                                                   
|Accrual balance at December 31, 2008                |   |          |  |   | 63          |   |  |   |                   |   |       | 63     |  
|Provisions                                          |   |          |  |   | 107         |   |  |   |                   |   |       | 107    |  
|Amounts paid                                        |   |          |  |   | (170        | ) |  |   |                   |   |       | (170   | )
|Accrual balance at March 31, 2009                   | $ |          |  | $ |            |   |  | $ |                   |   | $     |       |  
|                                                   
|Note 10  Pension and Other Postretirement Benefits |   |           |  |   |             |   |  |   |                    |   |       |       
|                                                    |   |           |  |   |             |   |  |   | Three Months Ended |  
|                                                    |   |           |  |   |             |   |  |   | March 31,          |  
|                                                    |   |           |  |   |             |   |  |   | 2009               |   | 2008  |       
|Pension Benefits                                    |   |           |  |   |             |   |  |   |                    |   |       |        |  
|Service cost                                        |   |           |  |   |             |   |  | $ | 224                |   | $     | 247    |  
|Interest cost                                       |   |           |  |   |             |   |  |   | 3,531              |   |       | 3,450  |  
|Expected return on plan assets                      |   |           |  |   |             |   |  |   | (3,507             | ) |       | (3,890 | )
|Amortization of net:                                |   |           |  |   |             |   |  |   |                    |   |       |        |  
|Prior service cost                                  |   |           |  |   |             |   |  |   | 41                 |   |       | 37     |  
|(Gain)/loss                                         |   |           |  |   |             |   |  |   | 91                 |   |       | (17    | )
|Net periodic benefit cost (income)                  |   |           |  |   |             |   |  | $ | 380                |   | $     | (173   | )

During the first quarter of 2009, the Company made contributions of $97 to its pension plan trusts and expects to contribute $738 for the remainder of the year.

|                                          |   |                              |   |   |        |  
|----------------------------------------- | - | ---------------------------- | - | - | ------ | -
|                                          |   | Three Months
          Ended |  
|                                          |   | March
          31,          |  
|                                          |   | 2009                         |   |   | 2008   |  
|Other Postretirement
            Benefits |   |                              |   |   |        |  
|Service cost                              | $ | 131                          |   | $ | 181    |  
|Interest cost                             |   | 547                          |   |   | 623    |  
|Expected return on plan assets            |   |                             |   |   |       |  
|Amortization of net:                      |   |                              |   |   |        |  
|Prior
        service (credit)            |   | (1,204                       | ) |   | (1,213 | )
|(Gain)/loss                               |   | (29                          | ) |   | 22     |  
|Net periodic benefit (income)             | $ | (555                         | ) | $ | (387   | )

During the first quarter of 2009 and 2008, the Company adopted plan amendments that froze pension plan benefit accruals for hourly employees covered by certain collective bargaining agreements,
which resulted in pension curtailment gains of $7 and $36 for the three months ended March 31, 2009 and 2008, respectively.

-10-

---



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

Note 11  Financial Instruments

The Company utilizes derivative instruments to manage our exposure to interest rate fluctuations. 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 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 a pricing model, with inputs based on an observable interest rate swap yield curve and as such, the fair value measure is classified as level 2 in the fair value hierarchy. The
following table sets forth the fair value of the Companys financial instruments:

|                                 |                   |  |   |           |  |   |             
|-------------------------------- | ----------------- |  | - | --------- |  | - | ------------
|                                 | Balance Sheet     |  |   | March 31, |  |   | December 31,
|Derivatives designated as hedges | Location          |  |   | 2009      |  |   | 2008        
|                                
|Interest rate collar agreements  | Other liabilities |  | $ | 7,479     |  | $ | 7,405       

The collars are designated
as cash flow hedges and therefore the effective portion of the change in fair
value is reported in other comprehensive income (OCI) and reclassified as an
adjustment  of interest expense as interest is accrued on the underlying hedged
debt. There was no significant ineffectiveness recognized for the three months
ended March 31, 2009. The effective portion of the gains/(losses) for the companys
financial  instruments are summarized below:

|                                |   |                       |   |   |                     |   |  |                             |  |   |                       |   |   |      |  
|------------------------------- | - | --------------------- | - | - | ------------------- | - |  | --------------------------- |  | - | --------------------- | - | - | ---- | -
|                                |   |                       |   |   |                     |   |  | Location of Gain/           |  |   | Amount of Gain (Loss) |  
|                                |   | Amount of Gain (Loss) |   |   | (Loss) Reclassified |   |  | Reclassified From           | 
|                                |   | Recognized In OCI     |   |   | From Accumulated    |   |  | Accumulated OCI into Income | 
|                                |   | March 31,             |   |   | OCI into            |   |  | March 31,                   | 
|                                |   | 2009                  |   |   | 2008                |   |  | Income                      |  |   | 2009                  |   |   | 2008 |  
|                               
|                               
|                                |   |                       |   |   |                     |   |  | Interest                    |  |   |                       |   |   |      |  
|Interest rate collar agreements | $ | (43                   | ) | $ | (4,169              | ) |  | Expense                     |  | $ | (1,100                | ) | $ | (11  | )

The Company estimates that it will reclassify into earnings during the next 12 months losses of approximately $5,400 from the pretax amount recorded in accumulated OCI as of March 31, 2009.

Note 12  Discontinued Operations

On November 14, 2008, the Company completed the sale of its wire and cable manufacturing business in Mineral Wells, Texas to Southwire Company for cash proceeds of $9,481. In addition, the
Company retained working capital of approximately $1,700. This business was formerly reported as part of the corporate and other segment.

The businesses included in discontinued operations had revenues of $0 and $8,259 and pretax income (loss) of $0 and $367 for the three months ended March 31, 2009 and 2008,
respectively.

-11-

---



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, 2008.

Overview

On November 14, 2008, the Company completed the sale of its wire and cable manufacturing business in Mineral Wells, Texas.  Accordingly, this business has been classified as discontinued
operations.

On April 30, 2009, Chrysler LLC and certain of its wholly owned U.S. subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.  Chrysler has historically been a
significant customer for the valve actuation systems segment. The Company has recorded a $2 million allowance against receivables reflected in the current financial statements which it deems to be at-risk based upon the Company's interpretation
of Chrysler's publicly stated restructuring plans. From a forward looking perspective, the terms and conditions of the finally approved plan of reorganization and Chryslers ability to implement its stated financial restructuring objectives may
have a material impact on the financial results of the Companys valve actuation systems segment.  The Company has taken appropriate steps to mitigate expenses within its valve actuation systems segment manufacturing operations in the
near-term. Initial indications from Chrysler provide for continued purchases of products from the valve actuation systems segment after it completes its restructuring, however, the ultimate outcome of this process is contingent on a number of
factors outside the control of the Company.

Results of Operations

The following table sets forth certain line items from our condensed consolidated statements of operations for the three months ended March 31, 2009 and 2008 and the corresponding percentage of
net revenues for the relevant periods presented as a percentage of revenue for the periods indicated.

|                                                         |           |                       |  |                    |      |   |       |   |  |     |  
|-------------------------------------------------------- | --------- | --------------------- |  | ------------------ | ---- | - | ----- | - |  | --- | -
|                                                         |           |                       |  | Three Months Ended |      |   |       |  
|                                                         | March 31, |                      
|                                                         |           | 2009                  |  |                    | 2008 |  
|                                                         |           | (Dollars in millions) | 
|Net revenues                                             | $         | 126.0                 |  | 100                | %    | $ | 143.1 |   |  | 100 | %
|Cost of sales                                            |           | 88.1                  |  | 70                 |      |   | 122.0 |   |  | 85  |  
|Gross Profit                                             |           | 38.0                  |  | 30                 |      |   | 21.1  |   |  | 15  |  
|Selling, general and administrative expense              |           | 13.2                  |  | 10                 |      |   | 12.7  |   |  | 9   |  
|Net loss on disposition of long-term assets              |           |                      |  |                   |      |   | 1.9   |   |  | 1   |  
|Restructuring and impairment charges                     |           | 0.3                   |  |                   |      |   |      |   |  |    |  
|Pension and postretirement liability curtailment (gains) |           |                      |  |                   |      |   |      |   |  |    |  
|Operating profit                                         |           | 24.5                  |  | 19                 |      |   | 6.5   |   |  | 5   |  
|Interest expense                                         |           | 3.6                   |  | 3                  |      |   | 4.4   |   |  | 3   |  
|Interest income                                          |           | 0.1                   |  |                   |      |   | 0.2   |   |  |    |  
|Other (income) expense, net                              |           | 0.2                   |  |                   |      |   | (0.2  | ) |  |    |  
|Income tax provision                                     |           | 8.6                   |  | 7                  |      |   | 1.3   |   |  | 1   |  
|Income from continuing operations                        |           | 12.1                  |  | 10                 |      |   | 1.2   |   |  | 1   |  
|Income from discontinued operations                      |           |                      |  |                   |      |   | 0.2   |   |  |    |  
|Net income                                               | $         | 12.1                  |  | 10                 | %    | $ | 1.4   |   |  | 1   | %

-12-

---



Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008

Net revenues were $126 million for the three month period ended March 31, 2009 compared with $143 million for the comparable prior year period. The shortfall in revenue was primarily
due to lower sales of $19 million in the valve actuation systems segment partly offset by increased sales of $2 million in the performance chemicals segment. The shortfall in the valve actuation systems segment is due to reduced demand
across the customer base.

Gross profit was $38 million for the three month period ended March 31, 2009 as compared with $21 million for the comparable prior year period. This reflects higher gross profit of
$20 million in the performance chemicals segment partly offset by lower gross profit in the valve actuation systems segment of $3 million. The increase in the performance chemicals segment gross profit was driven by increased selling prices,
particularly in the water treatment and chemical processing markets. The shortfall in the valve actuation systems segment was due primarily to reduced sales volumes.

Selling, general and administrative expense was $13 million for the three month period ended March 31, 2009 which was comparable to the prior year period.

Operating profit was $24 million for the three month period ended March 31, 2009 as compared with $7 million for the comparable prior year period.  The increased operating profit in
2009 was primarily the result of higher gross profit of $17 million.

Interest expense was $3.6 million for the three month period ended March 31, 2009 as compared to $4.4 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 Companys wire and cable manufacturing business in Mineral Wells, Texas, which was sold on November
14, 2008.

Results of Operations by Segment

|                        |   |                    |   |  |   |       |  
|----------------------- | - | ------------------ | - |  | - | ----- | -
|                        |   | Three Months Ended |  
|                        |   | March 31,          |  
|                        |   | 2009               |   |  |   | 2008  |  
|Net Revenues            |   | (In millions)      |  
|Valve actuation systems | $ | 17.2               |   |  | $ | 36.4  |  
|Performance chemicals   |   | 106.3              |   |  |   | 103.9 |  
|Corporate and other     |   | 2.5                |   |  |   | 2.8   |  
|Total                   | $ | 126.0              |   |  | $ | 143.1 |  
|                       
|                        |   | Three Months Ended |  
|                        |   | March 31,          |  
|                        |   | 2009               |   |  |   | 2008  |  
|Operating Profit        |   | (In millions)      |  
|Valve actuation systems | $ | (3.6               | ) |  | $ | (0.3  | )
|Performance chemicals   |   | 29.0               |   |  |   | 7.7   |  
|Corporate and other     |   | (1.0               | ) |  |   | (1.0  | )
|Total                   | $ | 24.5               |   |  | $ | 6.5   |  

-13-

---



Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008

Valve Actuation Systems Segment

Net revenues for the valve actuation systems segment were $17 million for the three month period ended March 31, 2009 as compared to $36 million for the comparable prior year period.
This reduction was the result of significantly reduced customer demand from domestic OEM automotive customers as well as heavy duty diesel engine customers. Gross profit was $1 million for the three month period ended March 31, 2009 as compared
to $4 million for the comparable prior year period.  The decrease in gross profit was due to $5 million from reduced sales volumes, $1 million from increased costs related to upcoming product launch efforts and product quality issues
partly offset by $2 million from the recovery of expenses associated with a new product launch which was cancelled by the customer and $1 million in reduced amortization expense associated with the write-down of intangible assets recorded in
the fourth quarter of 2008. Selling, general and administrative expense was $4 million for the three month period ended March 31, 2009 as compared to $4 million for the comparable prior year period. Reductions in selling, general and
administrative expenses resulting from reduced compensation and travel expenses associated with cost containment efforts implemented in response to the reduced customer demand were offset by $2 million in bad debt expense resulting from the
Chrysler bankruptcy filing. Operating loss was $4 million for the three month period ended March 31, 2009 compared to an operating loss of $0.3 million for the comparable prior year period. The operating results were driven primarily by
reduced sales volumes and the associated impact on gross profit as well as the Chrysler charge offsetting material improvements in SG&A spending.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $106 million for the three month period ended March 31, 2009 as compared to $104 million for the comparable prior year period.
This was due to higher sales in the Companys water treatment market of $16 million partly offset by reduced sales in the pharmaceutical and food additives market of $9 million and the technology market of $4 million.  Increased
revenues in the water treatment market were primarily the result of higher selling prices resulting from the continued impact of price increases implemented in the second half of 2008. Reduced sales in the pharmaceutical and food additives market
were primarily the result of the sale of the antiperspirant product line in 2008.  Reduced sales in the technology market were driven by reduced customer demand resulting from the economic downturn.  Gross profit was $37 million for the three
month period ended March 31, 2009 as compared to $17 million for the comparable prior year period. The increase in gross profit was due to higher gross profit in the water treatment market of $17 million and the chemical processing market of
$7 million partly offset by reduced gross profit in the pharmaceutical and food additives market of $2 million and the technology market of $1 million. The improved gross profit in the water treatment market was the result of higher
selling prices partly offset by $3 million from reduced volumes, primarily to industrial customers. The improved gross profit in the chemical processing market was due to higher selling prices combined with lower raw material costs as well as
$1 million generated from the new Augusta sodium bisulfite facility. The reduced gross profit in the pharmaceutical and food additives market was the result of the sale of the antiperspirant product line in 2008. Selling, general and
administrative expense was $7 million for the three month period ended March 31, 2009 which was comparable to the prior year period.  The prior year period included a $2 million loss on the disposition of the antiperspirant product line.
Operating profit was $29 million for the three month period ended March 31, 2009 an increase of $21 million over the comparable prior period. The increase in operating profit was primarily due to the gross profit performance.

-14-

---



Corporate and Other

Net revenues were $3 million for the three month period ending March 31, 2009 which was flat with the comparable prior year period. Gross profit was $1 million for the period ended March 31, 2009 which was flat
with the comparable prior year period. Operating loss was $1 million for the period ended March 31, 2009 which was flat with the comparable prior year period.

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents were $31 million at March 31, 2009, compared to $10 million at December 31, 2008. Significant cash flows during the first quarter of 2009 included capital
expenditures of $10 million, debt payments of $1 million, which were offset by cash provided by operating activities of $31 million.

The Company had working capital of $103 million at March 31, 2009 as compared to working capital of $88 million at December 31, 2008.  The increase is primarily the result of increased
cash balances.

The Company expects to make approximately $22-25 million of capital expenditures during 2009.

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 2009, the Company did not repurchase any stock.  The Company has approximately $11 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 2009.

Off-Balance Sheet Arrangements

The Company has approximately $9 million of standby letters of credit outstanding as of March 31, 2009.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards, or 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 SFAS 157 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,

-15-

---



effective January 1, 2008, did not have a material impact on our consolidated financial position and results of operations.  The Company adopted SFAS 157 provisions for non-financial assets and non-financial liabilities in
the first quarter of 2009.  There was no material impact to the Companys consolidated financial position and results of operations.

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. There was no material impact on the Companys results of operations or financial condition as a result of adopting this statement in the first quarter of 2009.

In March 2008, the FASB issued SFAS No. 161,Disclosures About Derivative Instruments and Hedging Activities  an amendment of FASB Statement No.
133(SFAS 161).  SFAS 161 expands quarterly disclosure requirements in SFAS No. 133 about an entitys derivative instruments and hedging activities.  SFAS 161 is effective for fiscal years beginning after
November 15, 2008.  The Company adopted SFAS 161 in the first quarter of 2009.

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.
There was no material impact on the Companys results of operations or financial condition as a result of adopting this statement in the first quarter of 2009.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Interest rate risk

At March 31, 2009, the Companys debt financing consisted primarily of amounts outstanding under the Companys credit facility. The borrowings outstanding under the Companys
credit facility are collateralized by substantially all of the personal property and certain real property of the Company and its domestic subsidiaries.  Borrowings under the Companys credit facility are sensitive to changes in interest rates.
Given the existing level of borrowings under the credit facility of $212 million as of March 31, 2009, a one percent change in the weighted-average interest rate would have an interest impact of approximately $0.1 million each month.

|           |  |              |  |              |  |                  |  |  |                   
|---------- |  | ------------ |  | ------------ |  | ---------------- |  |  | ------------------
|           |  |              |  |              |  | Weighted-Average |  |  |                   
|           |  | Principal    |  |              |  | Interest Rate at |  |  |                   
|Instrument |  | Balance      |  | Fair Value   |  | March 31, 2009   |  |  | Scheduled Maturity
|Term loan  |  | $212 million |  | $179 million |  | 3.15%            |  |  | February 28, 2011 

-16-

---



In April 2005, the Company entered into two five year interest rate collar agreements in the aggregate notional amount of $185 million, in order to hedge against the effect that interest
rate fluctuations may have on the Companys floating rate debt. The interest rate to be paid will be based on a minimum three-month LIBOR of 4.05 percent on average and a maximum three-month LIBOR of 5.00 percent. These interest rate collar
agreements are scheduled to mature in 2010. The fair value of the agreements was a $7 million liability at March 31, 2009.

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 March 31, 2009.  Based on such evaluation, the Companys Chief
Executive Officer and Chief Financial Officer have concluded that, as of as of March 31, 2009, 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.

-17-

---



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, 2008.
|                                                                                                                                                                            |                                                             
|Item 2.                                                                                                                                                                     | Unregistered Sales of Equity Securities and Use of Proceeds.
|                                                                                                                                                                            |                                                              |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            | NONE                                                         |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            |                                                             
|Item 3.                                                                                                                                                                     | Defaults Upon Senior Securities.                            
|                                                                                                                                                                            |                                                              |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            | NONE                                                         |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            |                                                             
|Item 4.                                                                                                                                                                     | Submission of Matters to a Vote of Security Holders.        
|                                                                                                                                                                            |                                                              |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            | NONE                                                         |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            |                                                             
|Item 5.                                                                                                                                                                     | Other Information.                                          
|                                                                                                                                                                            |                                                              |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            | NONE                                                         |                                                                                                                                                                                                                                                          
|                                                                                                                                                                           
|Item 6.                                                                                                                                                                     | Exhibits.                                                    |                                                                                                                                                                                                                                                          
|                                                                                                                                                                            | Exhibit No.                                                  | Description                                                                                                                                                                                                                                              
|                                                                                                                                                                            | 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 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                                                         | 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).                

-18-

---



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.2  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 10.3  | 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).                                                                                                                                                                                                                                                                                                                                                                               
|
| | 10.4  | 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).                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | 10.5  | 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).                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 10.6  | 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).                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | 10.7  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | 10.8  | 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).                                                                                                                                                                                                                                                                                      
|
| | 10.9  | 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).
|
| | 10.10 | 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).                                                                                                                                                                                                                                                                                                                          
|
| | 10.11 | Second Amendment to Second Lien
      Credit and Guaranty Agreement dated July 14, 2006 (incorporated by reference
      to the Registrants Form 10-Q dated June 30, 2006,
    as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                           
|
| | 10.12 | 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).                                                                                                                                                                                                                                                                                                                                             

-19-

---



| |       |                                                                                                                                                                                                                                                                              
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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).                                              
|
| | 10.14 | Amendment to Employment Agreement
      with William E. Redmond, Jr. dated December 29, 2008 (incorporated by reference
      to Exhibit 10.14 to the Registrants Form 10-K for the year ended
    December 31, 2008, as filed with the Securities and Exchange Commission).
|
| | 10.15 | GenTek inc Executive Severance
      Plan (incorporated by reference to Exhibit 10.15 to the Registrants
      Form 10-K for the year ended December 31, 2008, as filed with the Securities
    and Exchange Commission).                                                   
|
| | 10.16 | 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).                                                               
|
| | 10.17 | 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).                                                                
|
| | 10.18 | Letter Agreement with Robert
      Novo, dated December 31, 2008 (incorporated by reference to Exhibit 10.21
      to the Registrants Form 10-K for the year ended December 31, 2008,
    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.                                                                                           

-20-

---



SIGNATURES

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

|     |             |  |             |                                                   
|---- | ----------- |  | ----------- | --------------------------------------------------
|     |             |  | GENTEK INC.
|     |             |  | Registrant 
|    
|    
|    
|Date | May 8, 2009 |  | /s/         | William E. Redmond, Jr.                           
|     |             |  |             | William E. Redmond, Jr.                           
|     |             |  |             | President and Chief Executive Officer and Director
|     |             |  |             | (Principal Executive Officer)                     
|    
|    
|    
|Date | May 8, 2009 |  | /s/         | Thomas B. Testa                                   
|     |             |  |             | Thomas B. Testa                                   
|     |             |  |             | Vice President and Chief Financial Officer        
|     |             |  |             | (Principal Financial and Accounting Officer)      

-21-

---