---

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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, 2006                                               
|           | OR                                                                                          
|o          | TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
|           |                                                                                             

For the transition period from ________ to ________

Commission File Number 001-14789

GENTEK INC.(Exact name of registrant as specified in its
charter)

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

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

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



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

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






APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEEDING
FIVE YEARS:

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




The number of outstanding
shares of the Registrants Common Stock as of April 28, 2006 was 10,220,343.

---

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GENTEK INC.

FORM 10-Q

QUARTERLY PERIOD ENDED MARCH 31, 2006

INDEX

|           |                        |                                                                                         |                                                               |         
|---------- | ---------------------- | --------------------------------------------------------------------------------------- | ------------------------------------------------------------- | --------
|           |                        |                                                                                         |                                                               | Page No.
|           |                        |                                                                                         |                                                               |         
|PART I.    | FINANCIAL INFORMATION: |                                                                                        
|           |                        |                                                                                         |                                                               |         
|           | Item 1.                | Financial Statements                                                                    |                                                              
|           |                        |                                                                                         |                                                               |         
|           |                        | Consolidated Statements of Operations  Three
Months
  Ended March 31, 2006 and 2005    | 1                                                            
|           |                        |                                                                                         |                                                               |         
|           |                        | Consolidated Balance Sheets  March 31, 2006 and
  December 31, 2005                    | 2                                                            
|           |                        |                                                                                         |                                                               |         
|           |                        | Consolidated Statements of Cash Flows  Three
Months
  Ended March 31, 2006 and 2005    | 3                                                            
|           |                        |                                                                                         |                                                               |         
|           |                        | Consolidated Statement of Changes in Equity 
Three
  Months Ended March 31, 2006       | 4                                                            
|           |                        |                                                                                         |                                                               |         
|           |                        | Notes to the Consolidated Financial
Statements                                          | 5-12                                                         
|           |                        |                                                                                         |                                                               |         
|           | Item 2.                | Managements Discussion and Analysis of Financial
  Condition and Results of Operations | 13-16                                                        
|           |                        |                                                                                         |                                                               |         
|           | 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                                                      | 18-21   
|           |                        |                                                                                         |                                                               |         
|SIGNATURES | 22                    

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial
Statements.

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

|                                                                                        |  |                               |         |      |   |         |  
|--------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | ---- | - | ------- | -
|                                                                                        |  | Three
  Months EndedMarch 31, |        
|                                                                                        |  |                               |        
|                                                                                        |  | 2006                          |         | 2005 |  
|                                                                                        |  |                               |         |      |  
|Net revenues                                                                            |  | $                             | 214,841 |      | $ | 200,245 |  
|Cost of sales                                                                           |  |                               | 185,687 |      |   | 173,551 |  
|Selling, general and
  administrative expense                                           |  |                               | 15,489  |      |   | 18,550  |  
|Restructuring and
  impairment charges                                                  |  |                               | 537     |      |   | 3,264   |  
|                                                                                        |  |                               |         |      |   |         |  
|Operating profit                                                                        |  |                               | 13,128  |      |   | 4,880   |  
|Interest expense                                                                        |  |                               | 8,194   |      |   | 5,148   |  
|Interest income                                                                         |  |                               | 206     |      |   | 109     |  
|Other (income) expense,
  net                                                           |  |                               | (417    | )    |   | 329     |  
|                                                                                        |  |                               |         |      |   |         |  
|Income (loss) from continuing operations before
income taxes                            |  |                               | 5,557   |      |   | (488    | )
|Income tax provision
  (benefit)                                                        |  |                               | 1,062   |      |   | (685    | )
|                                                                                        |  |                               |         |      |   |         |  
|Income from continuing operations                                                       |  |                               | 4,495   |      |   | 197     |  
|Loss from discontinued operations (net of tax benefit of $383 and
  $697, respectively) |  |                               | (1,108  | )    |   | (1,224  | )
|                                                                                        |  |                               |         |      |   |         |  
|Net income (loss)                                                                       |  | $                             | 3,387   |      | $ | (1,027  | )
|                                                                                        |  |                               |         |      |   |         |  
|                                                                                        |  |                               |         |      |   |         |  
|Income (loss) per common share  basic:                                                 |  |                               |         |      |   |         |  
|Income from continuing operations                                                       |  | $                             | 0.44    |      | $ | 0.02    |  
|Loss from discontinued operations                                                       |  |                               | (0.11   | )    |   | (0.12   | )
|                                                                                        |  |                               |         |      |   |         |  
|Net income (loss)                                                                       |  | $                             | 0.33    |      | $ | (0.10   | )
|                                                                                        |  |                               |         |      |   |         |  
|                                                                                        |  |                               |         |      |   |         |  
|Income (loss) per common share  assuming dilution:                                     |  |                               |         |      |   |         |  
|Income from continuing operations                                                       |  | $                             | 0.44    |      | $ | 0.02    |  
|Loss from discontinued operations                                                       |  |                               | (0.11   | )    |   | (0.12   | )
|                                                                                        |  |                               |         |      |   |         |  
|Net income (loss)                                                                       |  | $                             | 0.33    |      | $ | (0.10   | )
|                                                                                        |  |                               |         |      |   |         |  

See the accompanying notes to the consolidated financial statements.

-1-

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

|                                                                                                                                                               |  |               |         |                    |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ------------------ | - | ------- | -
|                                                                                                                                                               |  | March 31,2006 |         | December
  31,2005 |  
|                                                                                                                                                               |  |               |         |                    |  
|ASSETS                                                                                                                                                         |  |               |         |                    |   |         |  
|Current assets:                                                                                                                                                |  |               |         |                    |   |         |  
|Cash and cash equivalents                                                                                                                                      |  | $             | 7,350   |                    | $ | 12,294  |  
|Receivables, net                                                                                                                                               |  |               | 139,120 |                    |   | 124,848 |  
|Inventories                                                                                                                                                    |  |               | 77,420  |                    |   | 66,577  |  
|Deferred income taxes                                                                                                                                          |  |               | 31,749  |                    |   | 32,623  |  
|Assets held for sale                                                                                                                                           |  |               | 25,709  |                    |   | 29,777  |  
|Other current assets                                                                                                                                           |  |               | 7,228   |                    |   | 10,723  |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Total current assets                                                                                                                                           |  |               | 288,576 |                    |   | 276,842 |  
|Property, plant and
  equipment, net                                                                                                                           |  |               | 245,819 |                    |   | 249,459 |  
|Goodwill                                                                                                                                                       |  |               | 153,354 |                    |   | 154,406 |  
|Intangible assets                                                                                                                                              |  |               | 62,162  |                    |   | 63,835  |  
|Deferred income taxes                                                                                                                                          |  |               | 254     |                    |   | 220     |  
|Other assets                                                                                                                                                   |  |               | 13,832  |                    |   | 13,050  |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Total assets                                                                                                                                                   |  | $             | 763,997 |                    | $ | 757,812 |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|LIABILITIES AND EQUITY                                                                                                                                         |  |               |         |                    |   |         |  
|Current liabilities:                                                                                                                                           |  |               |         |                    |   |         |  
|Accounts payable                                                                                                                                               |  | $             | 70,818  |                    | $ | 59,647  |  
|Accrued liabilities                                                                                                                                            |  |               | 57,881  |                    |   | 64,539  |  
|Current portion of long-term debt                                                                                                                              |  |               | 4,246   |                    |   | 4,257   |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Total current liabilities                                                                                                                                      |  |               | 132,945 |                    |   | 128,443 |  
|Long-term debt                                                                                                                                                 |  |               | 355,481 |                    |   | 357,475 |  
|Pension and postretirement
  obligations                                                                                                                       |  |               | 106,749 |                    |   | 107,887 |  
|Other liabilities                                                                                                                                              |  |               | 78,580  |                    |   | 78,632  |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Total liabilities                                                                                                                                              |  |               | 673,755 |                    |   | 672,437 |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Equity:                                                                                                                                                        |  |               |         |                    |   |         |  
|Preferred Stock, $.01 par value; authorized:
10,000,000 shares; none
  issued or outstanding                                                                   |  |               |        |                    |   |        |  
|Common Stock, no par value; authorized: 100,000,000
shares; issued:
  10,215,008 and 10,194,571 shares at March 31, 2006 and December 31, 2005,
  respectively |  |               | 81,037  |                    |   | 81,395  |  
|Unearned compensation                                                                                                                                          |  |               |        |                    |   | (859    | )
|Warrants                                                                                                                                                       |  |               | 8,361   |                    |   | 8,361   |  
|Accumulated other comprehensive loss                                                                                                                           |  |               | (2,828  | )                  |   | (3,861  | )
|Retained earnings                                                                                                                                              |  |               | 3,812   |                    |   | 425     |  
|Treasury stock, at cost: 7,906 and 5,191 shares at
March 31, 2006 and
  December 31, 2005, respectively                                                        |  |               | (140    | )                  |   | (86     | )
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Total equity                                                                                                                                                   |  |               | 90,242  |                    |   | 85,375  |  
|                                                                                                                                                               |  |               |         |                    |   |         |  
|Total liabilities and equity                                                                                                                                   |  | $             | 763,997 |                    | $ | 757,812 |  
|                                                                                                                                                               |  |               |         |                    |   |         |  

See the accompanying notes to the consolidated financial statements.

-2-

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

|                                                                                        |  |                             |         |      |   |          |  
|--------------------------------------------------------------------------------------- |  | --------------------------- | ------- | ---- | - | -------- | -
|                                                                                        |  | Three Months EndedMarch 31, |        
|                                                                                        |  | 2006                        |         | 2005 |  
|                                                                                        |  |                             |         |      |  
|Cash flows from operating activities:                                                   |  |                             |         |      |   |          |  
|Net income (loss)                                                                       |  | $                           | 3,387   |      | $ | (1,027   | )
|Adjustments to reconcile net income (loss) to net
cash used for
  operating activities: |  |                             |         |      |   |          |  
|Discontinued operations                                                                 |  |                             | 1,108   |      |   | 1,224    |  
|Depreciation and amortization                                                           |  |                             | 9,875   |      |   | 10,313   |  
|Net loss (gain) on disposition of long-term
assets                                      |  |                             | (6      | )    |   | 9        |  
|Long-term incentive plan costs, net                                                     |  |                             | 310     |      |   | 440      |  
|Excess tax benefit from stock option
exercises                                          |  |                             | (35     | )    |   |         |  
|Increase in receivables                                                                 |  |                             | (12,659 | )    |   | (17,094  | )
|Increase in inventories                                                                 |  |                             | (10,818 | )    |   | (3,695   | )
|Decrease in deferred tax assets                                                         |  |                             | 162     |      |   | 541      |  
|Increase in accounts payable                                                            |  |                             | 9,400   |      |   | 1,794    |  
|Decrease in accrued liabilities                                                         |  |                             | (4,576  | )    |   | (10,448  | )
|Decrease in other liabilities and assets,
net                                           |  |                             | (663    | )    |   | (29,356  | )
|                                                                                        |  |                             |         |      |   |          |  
|Net
  cash used for continuing operations                                               |  |                             | (4,515  | )    |   | (47,299  | )
|Net
  cash used for discontinued operations                                             |  |                             | (981    | )    |   | (259     | )
|                                                                                        |  |                             |         |      |   |          |  
|Net
  cash used for operating activities                                                |  |                             | (5,496  | )    |   | (47,558  | )
|                                                                                        |  |                             |         |      |   |          |  
|Cash flows from investing activities:                                                   |  |                             |         |      |   |          |  
|Capital expenditures                                                                    |  |                             | (3,216  | )    |   | (7,510   | )
|Proceeds from sales or disposals of long-term
assets                                    |  |                             | 1,994   |      |   | 57       |  
|Proceeds from sale of short-term
investments                                            |  |                             | 2,367   |      |   |         |  
|                                                                                        |  |                             |         |      |   |          |  
|Net
  cash provided by (used for) continuing operations                                 |  |                             | 1,145   |      |   | (7,453   | )
|Net
  cash provided by (used for) discontinued operations                               |  |                             | 3,590   |      |   | (269     | )
|                                                                                        |  |                             |         |      |   |          |  
|Net
  cash provided by (used for) investing activities                                  |  |                             | 4,735   |      |   | (7,722   | )
|                                                                                        |  |                             |         |      |   |          |  
|Cash flows from financing activities:                                                   |  |                             |         |      |   |          |  
|Proceeds from long-term debt                                                            |  |                             |        |      |   | 401,354  |  
|Repayment of long-term debt                                                             |  |                             | (2,009  | )    |   | (35,556  | )
|Dividends                                                                               |  |                             | (2,367  | )    |   | (310,334 | )
|Exercise of stock options                                                               |  |                             | 191     |      |   |         |  
|Excess tax benefits from stock option
exercises                                         |  |                             | 35      |      |   |         |  
|Acquisition of treasury stock                                                           |  |                             | (54     | )    |   | (14      | )
|                                                                                        |  |                             |         |      |   |          |  
|Net
  cash provided by (used for) continuing operations                                 |  |                             | (4,204  | )    |   | 55,450   |  
|Net
  cash used for discontinued operations                                             |  |                             |        |      |   |         |  
|                                                                                        |  |                             |         |      |   |          |  
|Net
  cash provided by (used for) financing activities                                  |  |                             | (4,204  | )    |   | 55,450   |  
|                                                                                        |  |                             |         |      |   |          |  
|Effect of exchange rate changes on cash                                                 |  |                             | 21      |      |   | (114     | )
|                                                                                        |  |                             |         |      |   |          |  
|Increase (decrease) in cash and cash equivalents                                        |  |                             | (4,944  | )    |   | 56       |  
|Cash and cash equivalents at beginning of period                                        |  |                             | 12,294  |      |   | 9,826    |  
|                                                                                        |  |                             |         |      |   |          |  
|Cash and cash equivalents at end of period                                              |  | $                           | 7,350   |      | $ | 9,882    |  
|                                                                                        |  |                             |         |      |   |          |  
|Supplemental information:                                                               |  |                             |         |      |   |          |  
|Cash paid for income taxes                                                              |  | $                           | 1,012   |      | $ | 1,842    |  
|                                                                                        |  |                             |         |      |   |          |  
|Cash paid for interest                                                                  |  | $                           | 7,469   |      | $ | 824      |  
|                                                                                        |  |                             |         |      |   |          |  

See the accompanying notes to the consolidated financial statements.

-3-

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GENTEK INC.CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor
the Three Months Ended March 31, 2006
(In thousands)
(unaudited)

|                                                                           |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|-------------------------------------------------------------------------- |  | -------------- | ------ | ----------------------- | - | -------- | - | ---------------- | ----- | ----------------------------------------------------- | - | ------------------- | - | ----- | ------ | - | - | ----- |  | - | ------ | -
|                                                                           |  | Common
  Stock |        | Unearned
  Compensation |   | Warrants |   | Treasury
  Stock |       | Accumulated
  Other
  Comprehensive
  Income
  (Loss) |   | Retained
  Earnings |   | Total |       
|                                                                           |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |       
|                                                                          
|Balance at December 31, 2005                                               |  | $              | 81,395 |                         | $ | (859     | ) | $                | 8,361 |                                                       | $ | (86                 | ) | $     | (3,861 | ) | $ | 425   |  | $ | 85,375 |  
|Components of comprehensive income:                                        |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|Net income                                                                 |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       |       |   |   | 3,387 |  |   | 3,387  |  
|Foreign currency translation adjustments (net of tax of
$6)                |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       | 11     |   |   |      |  |   | 11     |  
|Change in unrealized gain on derivative instruments (net of tax of
  $669) |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       | 1,022  |   |   |      |  |   | 1,022  |  
|                                                                           |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|Comprehensive income                                                       |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   | 4,420  |  
|Long-term incentive plan, net                                              |  |                | (549   | )                       |   | 859      |   |                  |      |                                                       |   |                    |   |       |       |   |   |      |  |   | 310    |  
|Exercise of stock options                                                  |  |                | 191    |                         |   |         |   |                  |      |                                                       |   |                    |   |       |       |   |   |      |  |   | 191    |  
|Purchase of treasury stock                                                 |  |                |       |                         |   |         |   |                  |      |                                                       |   | (54                 | ) |       |       |   |   |      |  |   | (54    | )
|                                                                           |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|Balance at March 31, 2006                                                  |  | $              | 81,037 |                         | $ |         |   | $                | 8,361 |                                                       | $ | (140                | ) | $     | (2,828 | ) | $ | 3,812 |  | $ | 90,242 |  
|                                                                           |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  

See the accompanying notes to the consolidated financial statements.

-4-

---



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

Note 1  Basis of Presentation

The
accompanying unaudited consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and
Exchange Commission.  In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.  Operating results for the three months ended
March 31, 2006 are not indicative of the results that may be expected for the
year ending December 31, 2006.  These
statements should be read in conjunction with the financial statements and the
notes thereto included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2005.

During
the second quarter of 2005, the Company ceased operations of its printing plate
business.  During April 2006, the
Company completed the sale of its cable and wire manufacturing business in
Stouffville, Canada.  All requirements
for classifying the business as held for sale were met during the first
quarter of 2006.  Accordingly, these
businesses have been classified as discontinued operations.  See Note 11.

On
February 28, 2005, the Companys board of directors declared a special dividend
of $31.00 per common share, which was paid on March 16, 2005.  Also, on February 28, 2005, GenTek closed on
a secured financing consisting of $370,000 of term loans and a $60,000
revolving credit facility. In connection with the closing of the new financing,
the Company recorded a charge in interest expense of  $3,030 to write-off deferred financing costs of its then-existing
debt facility which was terminated.

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

Note 2  Summary of Significant Accounting Policies

Effective
January 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment (Revised 2004).  This statement addresses
the accounting for
share-based payment transactions in which a company receives employee services
in exchange for the Companys equity instruments or liabilities that are based
on the fair value of the Companys equity securities or may be settled by the
issuance of these securities.  SFAS No.
123R eliminates the ability to account for share-based compensation using the
intrinsic value method and generally requires that such transactions be
accounted for using a fair value method.
The Company adopted SFAS No. 123R using the modified prospective
transition method.  Under this method,
compensation cost is recognized for the unvested portion of share-based
payments granted prior to January 1, 2006 and all share-based payments granted
subsequent to December 31, 2005 over the related vesting period.  Prior to January 1, 2006, the Company
applied the intrinsic value method prescribed in APB Opinion No. 25 in
accounting for employee stock based compensation.  Prior period results have not been restated.  Due to the adoption of SFAS No.
123R, the
Companys results for the quarter ended March 31, 2006 include incremental
share-based compensation expense totaling $123 ($79 net of tax).

The
following table illustrates the effect on net income (loss) and net income
(loss) per share if the Company had applied the fair value based method to
recognize stock-based employee compensation for the three months ended March
31, 2005:

-5-

---



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

|                                                                                                                                                |  |                                              |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------- | ------ | -
|                                                                                                                                                |  | Three
  Months  
  Ended 
  March 31,
  2005 |       
|                                                                                                                                                |  |                                              |       
|Net loss as reported                                                                                                                            |  | $                                            | (1,027 | )
|Add: Stock-based employee compensation
  expense included in net income determined under intrinsic value method, net
  of related tax  effects  |  |                                              | 440    |  
|Deduct: Total stock-based employee
  compensation expense determined under fair value based method for all awards,
  net of related tax effects |  |                                              | (505   | )
|                                                                                                                                                |  |                                              |        |  
|Pro forma net loss                                                                                                                              |  | $                                            | (1,092 | )
|                                                                                                                                                |  |                                              |        |  
|Loss per share:                                                                                                                                 |  |                                              |        |  
|Basic  as reported                                                                                                                             |  | $                                            | (0.10  | )
|                                                                                                                                                |  |                                              |        |  
|Basic  pro forma                                                                                                                               |  | $                                            | (0.11  | )
|                                                                                                                                                |  |                                              |        |  
|Diluted  as reported                                                                                                                           |  | $                                            | (0.10  | )
|                                                                                                                                                |  |                                              |        |  
|Diluted  pro forma                                                                                                                             |  | $                                            | (0.11  | )
|                                                                                                                                                |  |                                              |        |  

Note 3  Comprehensive Income (Loss)

Total
comprehensive income (loss) is comprised of net income (loss), foreign currency
translation adjustments and the change in unrealized gains and losses on
derivative financial instruments.  Total
comprehensive income (loss) for the three months ended March 31, 2006 and 2005
was $4,420 and $(1,070) respectively.

Note 4  Earnings Per Share

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

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

|                                             |  |                                   |            |      |  |            | 
|-------------------------------------------- |  | --------------------------------- | ---------- | ---- |  | ---------- | 
|                                             |  | Three
  Months Ended 
  March 31, |           
|                                             |  |                                   |           
|                                             |  | 2006                              |            | 2005 | 
|                                             |  |                                   |            |      | 
|Basic earnings per common
  share:           |  |                                   |            |      |  |            | 
|Weighted average common shares
  outstanding |  |                                   | 10,114,788 |      |  | 10,000,364 | 
|                                             |  |                                   |            |      |  |            | 
|Diluted earnings per common share:           |  |                                   |            |      |  |            | 
|Weighted average common shares
  outstanding |  |                                   | 10,114,788 |      |  | 10,000,364 | 
|Warrants, options and
  restricted stock     |  |                                   | 131,719    |      |  |           | 
|                                             |  |                                   |            |      |  |            | 
|Total                                        |  |                                   | 10,246,507 |      |  | 10,000,364 | 
|                                             |  |                                   |            |      |  |            | 

For
the three months ended March 31, 2006 and 2005, potentially dilutive securities
totaling 2,973,922 and 3,188,000, respectively, were not included in the
computation of diluted earnings per common share due to their antidilutive
effect.

-6-

---



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

Note 5  Inventories

|                          |  |                   |        |                        |   |        | 
|------------------------- |  | ----------------- | ------ | ---------------------- | - | ------ | 
|                          |  | March 31, 
  2006 |        | December
  31, 
  2005 |  
|                          |  |                   |        |                        |  
|                          |  |                   |        |                        |   |        | 
|Raw
  materials           |  | $                 | 33,899 |                        | $ | 28,240 | 
|Work in
  process         |  |                   | 8,100  |                        |   | 7,250  | 
|Finished
  products       |  |                   | 33,537 |                        |   | 29,340 | 
|Supplies and
  containers |  |                   | 1,884  |                        |   | 1,747  | 
|                          |  |                   |        |                        |   |        | 
|                          |  | $                 | 77,420 |                        | $ | 66,577 | 
|                          |  |                   |        |                        |   |        | 

Note 6  Long-Term Debt

|                                                     |  |            |           |                  |   |                        |  |   |         | 
|---------------------------------------------------- |  | ---------- | --------- | ---------------- | - | ---------------------- |  | - | ------- | 
|                                                     |  | Maturities |           | March 31,
  2006 |   | December
  31, 
  2005 | 
|                                                     |  |            |           |                  |   |                        | 
|$60,000 revolving credit facility 
  floating rates |  |            | 2010      |                  | $ |                       |  | $ |        | 
|First lien term loan  floating
rates                |  |            | 2011      |                  |   | 220,725                |  |   | 221,283 | 
|Second lien term loan  floating
rates               |  |            | 2012      |                  |   | 135,000                |  |   | 135,000 | 
|Other debt  various rates                           |  |            | 2006-2018 |                  |   | 4,002                  |  |   | 5,449   | 
|                                                     |  |            |           |                  |   |                        |  |   |         | 
|Total debt                                           |  |            |           |                  |   | 359,727                |  |   | 361,732 | 
|Less: Current portion                                |  |            |           |                  |   | 4,246                  |  |   | 4,257   | 
|                                                     |  |            |           |                  |   |                        |  |   |         | 
|Net long-term debt                                   |  |            |           |                  | $ | 355,481                |  | $ | 357,475 | 
|                                                     |  |            |           |                  |   |                        |  |   |         | 

Note 7  Stock
Incentive Plans

The
Company has an incentive plan under which stock options, restricted stock and
other stockbased awards may be granted to employees, officers, and
directors.  Grants under the plan
generally vest over two to three years and options have a maximum term of ten
years.  Compensation cost recorded for
stock-based compensation under this plan was $310 and $440 for the three months
ended March 31, 2006 and 2005, respectively.
As of March 31, 2006, the total number of shares authorized for grant
under this plan was 1,000,000 with 422,010 shares available for grant.

Information
with respect to restricted stock is summarized below:

|                                   |  |        |        |                                           |   |       | 
|---------------------------------- |  | ------ | ------ | ----------------------------------------- | - | ----- | 
|                                   |  | Shares |        | Weighted
  Average 
  Grant-Date 
  Value |  
|                                   |  |        |        |                                           |  
|Outstanding
  at December 31, 2005 |  |        | 79,261 |                                           | $ | 21.20 | 
|Granted                            |  |        | 1,340  |                                           |   | 18.70 | 
|Vested                             |  |        | 15,544 |                                           |   | 36.00 | 
|Forfeited                          |  |        | 632    |                                           |   | 24.48 | 
|                                   |  |        |        |                                           |   |       | 
|Outstanding
  at March 31, 2006    |  |        | 64,425 |                                           | $ | 17.54 | 
|                                   |  |        |        |                                           |   |       | 

Information
with respect to all stock options is summarized below:

-7-

---



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

|                                   |  |         |         |                                       |   |                                            |  |                         |     |  |   |       | 
|---------------------------------- |  | ------- | ------- | ------------------------------------- | - | ------------------------------------------ |  | ----------------------- | --- |  | - | ----- | 
|                                   |  | Options |         | Weighted 
  Average 
  Exercise Price |   | WeightedAverageRemainingContractual
  Life |  | AggregateIntrinsicValue |    
|                                   |  |         |         |                                       |   |                                            |  |                         |    
|Outstanding
  at December 31, 2005 |  |         | 388,783 |                                       | $ | 11.52                                      |  |                         |     |  |   |       | 
|Granted                            |  |         |        |                                       |   |                                           |  |                         |     |  |   |       | 
|Exercised                          |  |         | 19,729  |                                       |   | 11.03                                      |  |                         |     |  |   |       | 
|Forfeited                          |  |         | 8,330   |                                       |   | 11.21                                      |  |                         |     |  |   |       | 
|                                   |  |         |         |                                       |   |                                            |  |                         |     |  |   |       | 
|Outstanding
  at March 31, 2006    |  |         | 360,724 |                                       | $ | 11.55                                      |  |                         | 8.7 |  | $ | 3,332 | 
|                                   |  |         |         |                                       |   |                                            |  |                         |     |  |   |       | 
|Exercisable
  at March 31, 2006    |  |         | 108,675 |                                       | $ | 11.03                                      |  |                         | 8.0 |  | $ | 1,061 | 
|                                   |  |         |         |                                       |   |                                            |  |                         |     |  |   |       | 

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

There
were no option grants during the first quarter of 2006 or 2005.  The total intrinsic value of options
exercised was $179 and $0 during the three-months ended March 31, 2006 and
2005, respectively.  The Company
generally issues new shares upon the exercise of stock options.  The total tax benefit realized as a result
of stock option exercises was $71 during the three months ended March 31, 2006.

As
of March 31, 2006 there was $971 of total unrecognized compensation cost that
is expected to be recognized over a weighted-average period of 1.7 years.

Note 8  Segment Information

Industry
segment information is summarized as follows:

|                      |  |                                   |         |      |   |         | 
|--------------------- |  | --------------------------------- | ------- | ---- | - | ------- | 
|                      |  | Three
  Months Ended 
  March 31, |        
|                      |  |                                   |        
|                      |  | 2006                              |         | 2005 |  
|                      |  |                                   |         |      |  
|Net Revenues          |  |                                   |         |      |   |         | 
|Manufacturing         |  | $                                 | 129,603 |      | $ | 124,076 | 
|Performance chemicals |  |                                   | 85,238  |      |   | 76,169  | 
|                      |  |                                   |         |      |   |         | 
|Consolidated          |  | $                                 | 214,841 |      | $ | 200,245 | 
|                      |  |                                   |         |      |   |         | 

|                                                                            |  |                                   |        |      |   |        |  
|--------------------------------------------------------------------------- |  | --------------------------------- | ------ | ---- | - | ------ | -
|                                                                            |  | Three
  Months Ended 
  March 31, |       
|                                                                            |  |                                   |       
|                                                                            |  | 2006                              |        | 2005 |  
|                                                                            |  |                                   |        |      |  
|Operating Profit
  (Loss)                                                   |  |                                   |        |      |   |        |  
|Manufacturing                                                               |  | $                                 | 4,402  |      | $ | 2,325  |  
|Performance chemicals                                                       |  |                                   | 9,887  |      |   | 5,017  |  
|Corporate                                                                   |  |                                   | (1,161 | )    |   | (2,462 | )
|                                                                            |  |                                   |        |      |   |        |  
|Consolidated                                                                |  |                                   | 13,128 |      |   | 4,880  |  
|Interest expense                                                            |  |                                   | 8,194  |      |   | 5,148  |  
|Other (income) expense, net                                                 |  |                                   | (623   | )    |   | 220    |  
|                                                                            |  |                                   |        |      |   |        |  
|Consolidated income (loss) from continuing
  operations before income taxes |  | $                                 | 5,557  |      | $ | (488   | )
|                                                                            |  |                                   |        |      |   |        |  

-8-

---



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

|                        |  |                                   |       |      |   |       | 
|----------------------- |  | --------------------------------- | ----- | ---- | - | ----- | 
|                        |  | Three
  Months Ended 
  March 31, |      
|                        |  |                                   |      
|                        |  | 2006                              |       | 2005 |  
|                        |  |                                   |       |      |  
|Capital Expenditures    |  |                                   |       |      |   |       | 
|Manufacturing           |  | $                                 | 1,469 |      | $ | 3,084 | 
|Performance
  chemicals |  |                                   | 1,747 |      |   | 4,426 | 
|                        |  |                                   |       |      |   |       | 
|Consolidated            |  | $                                 | 3,216 |      | $ | 7,510 | 
|                        |  |                                   |       |      |   |       | 

|                              |  |                                   |       |      |   |        | 
|----------------------------- |  | --------------------------------- | ----- | ---- | - | ------ | 
|                              |  | Three
  Months Ended 
  March 31, |      
|                              |  |                                   |      
|                              |  | 2006                              |       | 2005 |  
|                              |  |                                   |       |      |  
|Depreciation and Amortization |  |                                   |       |      |   |        | 
|Manufacturing                 |  | $                                 | 4,989 |      | $ | 5,882  | 
|Performance
  chemicals       |  |                                   | 4,416 |      |   | 4,159  | 
|Corporate                     |  |                                   | 470   |      |   | 272    | 
|                              |  |                                   |       |      |   |        | 
|Consolidated                  |  | $                                 | 9,875 |      | $ | 10,313 | 
|                              |  |                                   |       |      |   |        | 

|                           |  |                |         |                   |   |         | 
|-------------------------- |  | -------------- | ------- | ----------------- | - | ------- | 
|                           |  | March 31, 2006 |         | December 31, 2005 |  
|                           |  |                |         |                   |  
|Identifiable Assets        |  |                |         |                   |   |         | 
|Manufacturing              |  | $              | 442,987 |                   | $ | 424,289 | 
|Performance
  chemicals(1) |  |                | 270,585 |                   |   | 268,428 | 
|Corporate                  |  |                | 24,716  |                   |   | 35,318  | 
|Assets held
  for sale     |  |                | 25,709  |                   |   | 29,777  | 
|                           |  |                |         |                   |   |         | 
|Consolidated               |  | $              | 763,997 |                   | $ | 757,812 | 
|                           |  |                |         |                   |   |         | 

(1)     Includes
equity method investments of $308 and $354, respectively.

Note 9  Restructuring and Impairment Charges

During
2005, the Company initiated actions to close three manufacturing facilities and
an administrative office in its manufacturing segment.  In addition, the Company initiated a workforce
reduction affecting corporate and performance chemicals employees.  The Company expects to substantially
complete implementation of these restructuring actions by the end of 2006.  Restructuring actions initiated in prior
years have been substantially completed.
The following tables summarize the Companys expected costs and accruals
for these restructuring actions:

Restructuring Actions
- 2005

|                                                 |  |               |       |                         |   |           |  |       |       |  |   |       | 
|------------------------------------------------ |  | ------------- | ----- | ----------------------- | - | --------- |  | ----- | ----- |  | - | ----- | 
|                                                 |  | Manufacturing |       | Performance
  Chemicals |   | Corporate |  | Total |      
|                                                 |  |               |       |                         |   |           |  |       |      
|Employee Termination Costs                       |  |               |       |                         |   |           |  |       |       |  |   |       | 
|Costs
  incurred in prior periods                |  | $             | 1,559 |                         | $ | 58        |  | $     | 2,014 |  | $ | 3,631 | 
|Costs
  incurred in current period               |  |               | 280   |                         |   |          |  |       |      |  |   | 280   | 
|Costs
  anticipated to be incurred in the future |  |               | 37    |                         |   |          |  |       |      |  |   | 37    | 
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |       | 
|Total costs
  expected to be incurred            |  | $             | 1,876 |                         | $ | 58        |  | $     | 2,014 |  | $ | 3,948 | 
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |       | 

-9-

---



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

|                                     |  |   |      |   |   |   |  |   |   |  |   |      |  
|------------------------------------ |  | - | ---- | - | - | - |  | - | - |  | - | ---- | -
|Accrual balance at December 31, 2005 |  | $ | 527  |   | $ |  |  | $ |  |  | $ | 527  |  
|Provisions                           |  |   | 280  |   |   |  |  |   |  |  |   | 280  |  
|Amounts paid                         |  |   | (222 | ) |   |  |  |   |  |  |   | (222 | )
|                                     |  |   |      |   |   |   |  |   |   |  |   |      |  
|Accrual balance at March 31, 2006    |  | $ | 585  |   | $ |  |  | $ |  |  | $ | 585  |  
|                                     |  |   |      |   |   |   |  |   |   |  |   |      |  

|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|---------------------------------------------- |  | ------------- | ----- | ----------------------- | - | --------- |  | ----- | - |  | - | ----- | -
|                                               |  | Manufacturing |       | Performance
  Chemicals |   | Corporate |  | Total |  
|                                               |  |               |       |                         |   |           |  |       |  
|Facility Exit Costs                            |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Costs incurred in prior periods                |  | $             | 1,443 |                         | $ |          |  | $     |  |  | $ | 1,443 |  
|Costs incurred in current period               |  |               | 113   |                         |   |          |  |       |  |  |   | 113   |  
|Costs anticipated to be incurred in the future |  |               | 36    |                         |   |          |  |       |  |  |   | 36    |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Total costs expected to be incurred            |  | $             | 1,592 |                         | $ |          |  | $     |  |  | $ | 1,592 |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Accrual balance at December 31, 2005           |  | $             | 408   |                         | $ |          |  | $     |  |  | $ | 408   |  
|Provisions                                     |  |               | 113   |                         |   |          |  |       |  |  |   | 113   |  
|Amounts paid                                   |  |               | (430  | )                       |   |          |  |       |  |  |   | (430  | )
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Accrual balance at March 31, 2006              |  | $             | 91    |                         | $ |          |  | $     |  |  | $ | 91    |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  

Restructuring Actions  Years Prior
to 2005

|                                               |  |               |       |                         |   |           |  |       |     |  |   |        | 
|---------------------------------------------- |  | ------------- | ----- | ----------------------- | - | --------- |  | ----- | --- |  | - | ------ | 
|                                               |  | Manufacturing |       | Performance
  Chemicals |   | Corporate |  | Total |    
|                                               |  |               |       |                         |   |           |  |       |    
|Employee Termination Costs                     |  |               |       |                         |   |           |  |       |     |  |   |        | 
|Costs incurred in prior periods                |  | $             | 1,532 |                         | $ | 8,526     |  | $     | 132 |  | $ | 10,190 | 
|Costs incurred in current period               |  |               |      |                         |   |          |  |       |    |  |   |       | 
|Costs anticipated to be incurred in the future |  |               |      |                         |   |          |  |       |    |  |   |       | 
|                                               |  |               |       |                         |   |           |  |       |     |  |   |        | 
|Total costs expected to be incurred            |  | $             | 1,532 |                         | $ | 8,526     |  | $     | 132 |  | $ | 10,190 | 
|                                               |  |               |       |                         |   |           |  |       |     |  |   |        | 
|                                               |  |               |       |                         |   |           |  |       |     |  |   |        | 
|Accrual balance at December 31, 2005           |  | $             |      |                         | $ | 49        |  | $     |    |  | $ | 49     | 
|Provisions                                     |  |               |      |                         |   |          |  |       |    |  |   |       | 
|Amounts paid                                   |  |               |      |                         |   |          |  |       |    |  |   |       | 
|                                               |  |               |       |                         |   |           |  |       |     |  |   |        | 
|Accrual balance at March 31, 2006              |  | $             |      |                         | $ | 49        |  | $     |    |  | $ | 49     | 
|                                               |  |               |       |                         |   |           |  |       |     |  |   |        | 

|                                               |  |               |     |                         |   |           |   |       |   |  |   |        |  
|---------------------------------------------- |  | ------------- | --- | ----------------------- | - | --------- | - | ----- | - |  | - | ------ | -
|                                               |  | Manufacturing |     | Performance
  Chemicals |   | Corporate |   | Total |  
|                                               |  |               |     |                         |   |           |   |       |  
|Facility Exit Costs                            |  |               |     |                         |   |           |   |       |   |  |   |        |  
|Costs incurred in prior periods                |  | $             | 586 |                         | $ | 15,650    |   | $     |  |  | $ | 16,236 |  
|Costs incurred in current period               |  |               |    |                         |   | 144       |   |       |  |  |   | 144    |  
|Costs anticipated to be incurred in the future |  |               |    |                         |   | 252       |   |       |  |  |   | 252    |  
|                                               |  |               |     |                         |   |           |   |       |   |  |   |        |  
|Total costs expected to be incurred            |  | $             | 586 |                         | $ | 16,046    |   | $     |  |  | $ | 16,632 |  
|                                               |  |               |     |                         |   |           |   |       |   |  |   |        |  
|                                               |  |               |     |                         |   |           |   |       |   |  |   |        |  
|Accrual balance at December 31, 2005           |  | $             |    |                         | $ |          |   | $     |  |  | $ |       |  
|Provisions                                     |  |               |    |                         |   | 144       |   |       |  |  |   | 144    |  
|Amounts paid                                   |  |               |    |                         |   | (144      | ) |       |  |  |   | (144   | )
|                                               |  |               |     |                         |   |           |   |       |   |  |   |        |  
|Accrual balance at March 31, 2006              |  | $             |    |                         | $ |          |   | $     |  |  | $ |       |  
|                                               |  |               |     |                         |   |           |   |       |   |  |   |        |  

-10-

---



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

Note 10
 Pension and Other Postretirement Benefits

|                               |  |                                  |        |      |   |        |  
|------------------------------ |  | -------------------------------- | ------ | ---- | - | ------ | -
|                               |  | Three
  Months Ended
  March 31, |       
|                               |  |                                  |       
|                               |  | 2006                             |        | 2005 |  
|                               |  |                                  |        |      |  
|Pension Benefits               |  |                                  |        |      |   |        |  
|Service cost                   |  | $                                | 418    |      | $ | 400    |  
|Interest cost                  |  |                                  | 3,335  |      |   | 3,190  |  
|Expected return on plan assets |  |                                  | (3,717 | )    |   | (3,452 | )
|Amortization of net:           |  |                                  |        |      |   |        |  
|Prior service
  cost           |  |                                  | 16     |      |   | 19     |  
|(Gain)/loss                    |  |                                  | 23     |      |   |       |  
|                               |  |                                  |        |      |   |        |  
|Net periodic benefit cost      |  | $                                | 75     |      | $ | 157    |  
|                               |  |                                  |        |      |   |        |  

|                                   |  |                                  |        |      |   |      |  
|---------------------------------- |  | -------------------------------- | ------ | ---- | - | ---- | -
|                                   |  | Three
  Months Ended
  March 31, |       
|                                   |  |                                  |       
|                                   |  | 2006                             |        | 2005 |  
|                                   |  |                                  |        |      |  
|Other Postretirement Benefits      |  |                                  |        |      |   |      |  
|Service cost                       |  | $                                | 335    |      | $ | 263  |  
|Interest cost                      |  |                                  | 667    |      |   | 707  |  
|Expected return on plan assets     |  |                                  |       |      |   |     |  
|Amortization of net:               |  |                                  |        |      |   |      |  
|Prior service
  cost               |  |                                  | (1,085 | )    |   | (683 | )
|(Gain)/loss                        |  |                                  | 26     |      |   | (37  | )
|                                   |  |                                  |        |      |   |      |  
|Net periodic benefit cost (income) |  | $                                | (57    | )    | $ | 250  |  
|                                   |  |                                  |        |      |   |      |  

Note 11
 Discontinued Operations

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

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

The
businesses included in discontinued operations had revenues of $35,847 and
$26,031 and pretax profit (loss) of $(1,491) and $(1,921) for the three months
ended March 31, 2006 and 2005 respectively.

-11-

---



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

The components of assets held for sale were as
follows:

|                              |  |  |                  |  |  |                     | 
|----------------------------- |  |  | ---------------- |  |  | ------------------- | 
|                              |  |  | March 31,
  2006 |  |  | December
  31, 2005 | 
|                              |  |  |                  |  |  |                     | 
|Inventories                   |  |  | 15,494           |  |  | 10,786              | 
|                             
|Property, plant and equipment |  |  | 10,215           |  |  | 18,991              | 

-12-

---



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

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

Overview

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

Results of Operations

The
following table sets forth certain line items from our Consolidated Statements
of Operations for the three months ended March 31, 2006 and 2005 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, |      
|                                            |  |                                |      
|                                            |  | 2006                           |       | 2005 | 
|                                            |  |                                |       |      | 
|                                            |  | (Dollars in millions)          |      
|Net revenues                                |  | $                              | 214.8 |      |  | 100 | % | $ | 200.2 |   |  | 100 | %
|Cost of sales                               |  |                                | 185.7 |      |  | 87  |   |   | 173.5 |   |  | 87  |  
|Selling, general and administrative expense |  |                                | 15.5  |      |  | 7   |   |   | 18.6  |   |  | 9   |  
|Restructuring and impairment charges        |  |                                | 0.5   |      |  |    |   |   | 3.3   |   |  | 2   |  
|                                            |  |                                |       |      |  |     |   |   |       |   |  |     |  
|Operating profit                            |  |                                | 13.1  |      |  | 6   |   |   | 4.9   |   |  | 2   |  
|Interest expense                            |  |                                | 8.2   |      |  | 4   |   |   | 5.1   |   |  | 3   |  
|Interest income                             |  |                                | 0.2   |      |  |    |   |   | 0.1   |   |  |    |  
|Other (income) expense, net                 |  |                                | (0.4  | )    |  |    |   |   | 0.3   |   |  |    |  
|Income tax provision (benefit)              |  |                                | 1.1   |      |  |    |   |   | (0.7  | ) |  |    |  
|                                            |  |                                |       |      |  |     |   |   |       |   |  |     |  
|Income from continuing operations           |  |                                | 4.5   |      |  | 2   |   |   | 0.2   |   |  |    |  
|Loss from discontinued operations           |  |                                | (1.1  | )    |  |    |   |   | (1.2  | ) |  | (1  | )
|                                            |  |                                |       |      |  |     |   |   |       |   |  |     |  
|Net income (loss)                           |  | $                              | 3.4   |      |  | 2   | % | $ | (1.0  | ) |  |    | %
|                                            |  |                                |       |      |  |     |   |   |       |   |  |     |  

Three
Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005

Net
revenues were $215 million for the three-month period ended March 31, 2006
compared with $200 million for the comparable prior year period. The increase
was primarily due to higher sales of $9 million in the performance chemicals
segment and $6 million in the manufacturing segment. The increase in the
performance chemicals segment is due to increased sales in the environmental
and chemical processing markets and the pharmaceutical and personal care
product lines. The increase in the manufacturing segment is the result of
higher sales in the appliance and electronics market, partially offset by a
decrease in sales in the automotive market. The decrease in sales in the
automotive market was due to lower sales volumes to the Companys North
American automotive customer base.

-13-

---



Gross
profit was $29 million for the three-month period ended March 31, 2006 as
compared with $27 million for the comparable prior year period. This reflects
higher gross profit in performance chemicals of $2 million. The increase in the
performance chemicals segment gross profit was primarily driven by higher sales
volume.

Selling,
general and administrative expense was $15 million for the three-month period
ended March 31, 2006 compared to $19 million in the comparable prior year
period. The reduction is primarily attributable to the Companys cost reduction
efforts.

Restructuring
and impairment charges were $1 million for the three-month period ended March
31, 2006 compared to $3 million for the comparable period in the prior year.
The charges recorded in 2006 were primarily for a manufacturing facility in
Canada and the charges recorded for the comparable period in 2005 were
primarily for severance costs.

Operating
profit was $13 million for the three-month period ended March 31, 2006 as
compared with $5 million for the comparable prior year period. The higher
operating profit in 2006 reflected a higher gross profit and lower selling,
general and administrative expense in the first quarter of 2006 as well as
significantly higher restructuring and impairment charges in the first quarter
of 2005, primarily for severance.

Interest
expense was $8 million for the three-month period ended March 31, 2006 as compared
with $5 million for the comparable prior year period. The principal difference
in interest expense was attributable to the Companys new credit facility,
which was put in place mid-March 2005. The first quarter of 2005 also included
a write off of $3 million of deferred financing costs.

The
effective income tax rate for the three-month period ended March 31, 2006 was
approximately 19%. The effective tax rate was impacted by a one-time permanent
tax benefit related to the payment of dividends on restricted stock. Without
this benefit, the effective tax rate would have been approximately 35%, which
is representative of the effective tax rate the Company expects to incur on
income generated for the remainder of the 2006 year.

Loss
from discontinued operations for the three-month period ended March 31, 2006
reflects the impact of the Canadian cable and wire business, which was sold on
April 3, 2006. For the comparable period in 2005, the loss from discontinued
operations reflects the Canadian cable and wire business as well as the
printing plate business.

Results
of Operations by Segment

|                      |  |                                |       |      |   |       | 
|--------------------- |  | ------------------------------ | ----- | ---- | - | ----- | 
|                      |  | Three Months Ended
  March 31, |      
|                      |  |                                |      
|                      |  | 2006                           |       | 2005 |  
|                      |  |                                |       |      |  
|                      |  | (In
  millions)                |      
|                      |  |                                |      
|Net Revenues          |  |                                |      
|Manufacturing         |  | $                              | 129.6 |      | $ | 124.1 | 
|Performance chemicals |  |                                | 85.2  |      |   | 76.1  | 
|                      |  |                                |       |      |   |       | 
|Total                 |  | $                              | 214.8 |      | $ | 200.2 | 
|                      |  |                                |       |      |   |       | 

-14-

---



|                        |  |                                |      |         |   |      |  
|----------------------- |  | ------------------------------ | ---- | ------- | - | ---- | -
|                        |  | Three Months Ended
  March 31, |     
|                        |  |                                |     
|                        |  | 2006(1)                        |      | 2005(2) |  
|                        |  |                                |      |         |  
|                        |  | (In
  millions)                |     
|                        |  |                                |     
|Operating Profit (Loss) |  |                                |     
|Manufacturing           |  | $                              | 4.4  |         | $ | 2.3  |  
|Performance chemicals   |  |                                | 9.9  |         |   | 5.0  |  
|Corporate               |  |                                | (1.2 | )       |   | (2.4 | )
|                        |  |                                |      |         |   |      |  
|Total                   |  | $                              | 13.1 |         | $ | 4.9  |  
|                        |  |                                |      |         |   |      |  

|    |                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes restructuring and impairment charges of
  $0.4 million in the manufacturing segment and $0.1 million in the performance
  chemicals segment.                           
|    |                                                                                                                                                                                 
|(2) | Includes restructuring and impairment charges of
  $0.9 million in the manufacturing segment, $0.8 million in the performance
  chemicals segment and $1.6 million in corporate.

Manufacturing
Segment

Net
revenues for the manufacturing segment were $130 million for the three-month
period ended March 31, 2006 as compared to $124 million for the comparable
prior-year period. This increase was principally due to higher sales in the
appliance and electronics market of $9 million, partially offset by lower sales
volume in the Companys North American automotive customer base of $3 million.
The increase in revenues in the appliance and electronics market was
principally a result of increased sales volume with Whirlpool and the increase
in the pass through of copper prices. Gross profit of $13 million for the
three-month period ended March 31, 2006 was essentially flat with the
comparable prior year period. Increased gross profit in the automotive market
was due to lower costs as a result of plant consolidations offset by a decrease
in gross profit in the appliance and electronics market due to higher costs as
a result of foreign currency exchange rate fluctuations. Selling, general and
administrative expense was $8 million for the three-month period ended March
31, 2006 compared to $10 million for the comparable prior year period
principally due to cost reduction efforts. Operating profit was $4 million for
the three-month period ended March 31, 2006 compared to $2 million for the
comparable prior year period primarily due to the reduction in selling, general
and administrative expenses.

Performance
Chemicals Segment

Net
revenues for the performance chemicals segment were $85 million for the
three-month period ended March 31, 2006 as compared to $76 million for the
comparable prior year period. This was due to higher sales in the Companys
environmental and chemical processing markets, technology market, and
pharmaceutical personal care product lines of $6 million, $2 million and $1
million, respectively. The increase in sales was primarily the result of the
pass through of higher raw material prices. Gross profit was $16 million for
the three-month period ended March 31, 2006 as compared to $14 million for the
comparable prior year period. The increase in gross profit is primarily
attributable to the increase in revenues. Selling, general and administrative
expense was $6 million for the three-month period ended March 31, 2006 compared
with $7 million for the comparable prior year period. This decrease was primarily
due to cost reduction efforts. Operating profit was $10 million for the
three-month period ended March 31, 2006 as compared to $5 million for the
comparable prior year period. This increase is attributable to the increase in
revenues, reduction in selling, general and administrative expenses and a $1
million restructuring charge in the first quarter of 2005 for the closure of
the Delaware Valley Works North Plant.

-15-

---



Financial
Condition, Liquidity and Capital Resources

Cash
  and cash equivalents were $7 million at March 31, 2006, which is a decrease
  of $5 million from December 31, 2005. Significant cash flows during the first
  quarter of 2006 included cash used for operating activities of $5 million, capital
  expenditures of $3 million and debt payments of $2 million, offset by proceeds
  from sales of assets of $6 million.

The
Company had working capital of $156 million at March 31, 2006 as compared to
working capital of $148 million at December 31, 2005. This increase in working
capital principally reflects higher accounts receivable balances and
inventories and lower accrued liabilities, partially offset by higher accounts
payable principally due to typical seasonal variations.

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

Cash
payments for employee termination costs and facility exit costs totaled $1
million in the three months ended March 31, 2006.

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

During
the first three months of 2006, the Company made $3 million of capital
expenditures and expects to make approximately $26-30 million during the
remainder of the year.

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

Contractual
Obligations

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

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, 2006, the Companys debt financing consisted primarily of amounts
outstanding under the Companys term loan credit facility. The Company had no
borrowings under its revolving credit facility. The borrowings outstanding
under the Companys credit facility are collateralized by

-16-

---



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 $356 million as
of March 31, 2006, a 1⁄2 percent change in the weighted-average interest rate
would have an interest impact of approximately $0.1 million each month.

|                  |  |               |  |                                                    |  |                    | 
|----------------- |  | ------------- |  | -------------------------------------------------- |  | ------------------ | 
|Principal Balance |  | Fair Value    |  | Weighted-Average Interest Rate at
  March 31, 2006 |  | Scheduled Maturity | 
|                  |  |               |  |                                                    |  |                    | 
|$ 135 million     |  | $ 138 million |  | 10.35%                                             |  | February 28, 2012  | 
|$ 221 million     |  | $ 222 million |  | 7.52%                                              |  | February 28, 2011  | 

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 further 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 $3 million at March 31,
2006.

Foreign
currency exchange rate and commodity price risks

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

Item 4.
Controls and Procedures.

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

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

-17-

---



PART II. OTHER
INFORMATION

|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |             |                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1. Legal Proceedings.                                            
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | This
  information should be read in conjunction with the Companys Annual Report on
  Form 10-K for the fiscal year ended December 31, 2005.                                                                                                                                                                                                                                                                                                                                                    
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | Richmond
  Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | The period
  during which any class member could elect to opt out of the class and
  preliminarily approved class action settlement expired on March 30, 2006. It
  is the Companys understanding that no claimant has opted out of the
  preliminarily approved settlement. The hearing on the parties joint motion
  for an order granting final approval to the class settlement is scheduled for
  May 25, 2006 in the Superior Court of the State of California, County of
  Contra Costa.
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 1A. Risk Factors                                                 
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | There
  have been no material changes from risk factors as previously disclosed by
  the Company in its Annual Report on Form 10-K for the fiscal year ended
  December 31, 2005.                                                                                                                                                                                                                                                                                                                
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 2. Unregistered Sales
  of Equity Securities and Use of Proceeds.
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | NONE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 3. Defaults Upon Senior Securities.                              
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | NONE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 4. Submission of
  Matters to a Vote of Security Holders.        
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | NONE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 5. Other Information.                                            
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                       | NONE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 6. Exhibits.                                                     
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |            
|                                                                       | Exhibit No.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |     | Description
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |            
|                                                                      
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2.1 |             | Joint Plan
  of Reorganization Under Chapter 11, Title 11, United States Code of GenTek
  Inc., et al., and Noma Company, Debtors, dated August 28, 2003, as filed with
  the United States Bankruptcy Court for the District of Delaware on August 28,
  2003 (incorporated by reference to Exhibit 2.1 of the Registrants Form 8-K,
  filed with the Commission on October 21, 2003).
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |             |                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2.2 |             | First
  Modification to Joint Plan of Reorganization Under Chapter 11, Title 11,
  United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated
  October 3, 2003 as filed with the United States Bankruptcy Court for the
  District of Delaware on                                                                                                                     

-18-

---



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

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

-20-

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| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |  | America
  Securities LLC, as joint lead arranger and Bank of America, N.A., as
  documentation agent, dated February 28, 2005 (incorporated by reference to
  the Registrants Form 10-K dated December 31, 2004, as filed with the
  Securities and Exchange Commission).
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.18 |  | Employment
  Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                     
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.19 |  | Employment
  agreement with Andrew Hines, dated September 21, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                          
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.20 |  | Employment
  agreement with Maximo Vargas, dated September 22, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                         
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.21 |  | Asset
  Purchase Agreement dated April 3, 2006 between Noma Company and Southwire
  Canada Company (incorporated by reference to the Registrants Form 8-K dated
  April 3, 2006, as filed with the Securities and Exchange Commission).                                  
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.22 |  | First
  Amendment to First Lien Credit and Guaranty Agreement and Pledge and Security
  Agreement dated April 26, 2006 (incorporated by reference to the Registrants
  Form 8-K dated April 26, 2006, as filed with the Securities and Exchange
  Commission).           
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 10.23 |  | First
  Amendment to Second Lien Credit and Guaranty Agreement dated April 26, 2006
  (incorporated by reference to the Registrants Form 8-K dated April 26, 2006,
  as filed with the Securities and Exchange Commission).                                              
| |  |       |  |                                                                                                                                                                                                                                                                           
| |  | 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.                                                                                      

-21-

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SIGNATURES

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

|     |              |     |                                                                                                             
|---- | ------------ | --- | ------------------------------------------------------------------------------------------------------------
|     |              |     | GENTEK INC.                                                                                                 
|     |              |     |                                                                                                             
|     |              |     | Registrant                                                                                                  
|     |              |     |                                                                                                             
|Date | May 10, 2006 | /s/ | William E.
  Redmond, Jr.                                                                                   
|     |              |     |                                                                                                             
|     |              |     | William E. Redmond, Jr.
  President and Chief Executive Officer and Director
  (Principal Executive Officer)
|     |              |     |                                                                                                             
|Date | May 10, 2006 | /s/ | Andrew P.
  Hines                                                                                           
|     |              |     |                                                                                                             
|     |              |     | Andrew P. Hines
  Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer) 

-22-

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