UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                     ------

                                    FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

OR

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from            to

                                    000-51043
                            (Commission File Number)

                         INTERNATIONAL WIRE GROUP, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                     43-1705942
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 12 MASONIC AVE.
                                CAMDEN, NY 13316
                                 (315) 245-3800
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)


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

                                 YES [X] NO [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer[_]     Accelerated filer[_]     Non-accelerated filer[X]

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

                                 YES [_] NO [X]

APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

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

                                 YES [X] NO [_]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of July 31, 2007, there were
10,005,002 shares, par value $.01 per share, outstanding.

<PAGE>


                                      INDEX



PART I. - FINANCIAL INFORMATION..............................................1

      ITEM 1. FINANCIAL STATEMENTS...........................................1

      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS....................................14

      ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....22

      ITEM 4. CONTROLS AND PROCEDURES.......................................23

PART II. - OTHER INFORMATION................................................25

      ITEM 1. LEGAL PROCEEDINGS.............................................25

      ITEM 1A. RISK FACTORS.................................................25

      ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...25

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................25

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........25

      ITEM 5. OTHER INFORMATION.............................................25

      ITEM 6. EXHIBITS......................................................26

Certification of Principal Executive Officer................................29

Certification of Principal Financial Officer................................30

Certification of Principal Executive Officer................................31

Certification of Principal Financial Officer................................32






<PAGE>




PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                         INTERNATIONAL WIRE GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  JUNE 30,   DECEMBER 31,
                                                                    2007         2006
                                                                 ---------    ---------
                                                         (IN THOUSANDS, EXCEPT FOR SHARE DATA)
<S>                                                              <C>          <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents .................................   $   1,921    $   3,315
   Accounts receivable, less allowance of $1,160 and $1,738 ..     117,983       97,896
   Inventories ...............................................      63,285       58,808
   Prepaid expenses and other ................................       7,075        7,135
   Assets held for sale ......................................       1,527         --
   Deferred income taxes .....................................      14,839       16,701
                                                                 ---------    ---------
      Total current assets ...................................     206,630      183,855
Property, plant and equipment, net ...........................     105,594      103,889
Goodwill .....................................................      62,148       62,148
Identifiable intangibles, net ................................      17,339       18,369
Deferred financing costs, net ................................       2,639        2,955
Restricted cash ..............................................       1,531        1,559
Other assets .................................................       3,133        2,790
                                                                 ---------    ---------
      Total assets ...........................................   $ 399,014    $ 375,565
                                                                 =========    =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt ......................   $      29    $     535
   Accounts payable and other ................................      61,067       33,513
   Accrued and other liabilities .............................      15,222       14,264
   Accrued payroll and payroll related items .................       7,538       10,401
   Customers' deposits .......................................      13,046       12,086
   Accrued income taxes ......................................       1,450        1,011
   Accrued interest ..........................................       1,833        1,847
                                                                 ---------    ---------
      Total current liabilities ..............................     100,185       73,657
Long-term debt, less current maturities ......................     100,230      113,020
Other long-term liabilities ..................................       3,842        4,029
Deferred income taxes ........................................      12,771       13,602
                                                                 ---------    ---------
      Total liabilities ......................................     217,028      204,308
                                                                 ---------    ---------
Stockholders' equity:
   Common stock, $.01 par value, 20,000,000 shares authorized,
      10,005,002 and 10,000,002 issued and outstanding .......         100          100
   Contributed capital .......................................     183,194      181,566
   Accumulated deficit .......................................      (2,951)     (11,573)
   Accumulated other comprehensive income ....................       1,643        1,164
                                                                 ---------    ---------
      Total stockholders' equity .............................     181,986      171,257
                                                                 ---------    ---------
      Total liabilities and stockholders' equity .............   $ 399,014    $ 375,565
                                                                 =========    =========
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       1
<PAGE>


<TABLE>
<CAPTION>

                                          INTERNATIONAL WIRE GROUP, INC.
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (UNAUDITED)

                                                        FOR THE THREE MONTHS ENDED      FOR THE SIX MONTHS ENDED
                                                       ----------------------------   ----------------------------
                                                         JUNE 30,        JUNE 30,       JUNE 30,        JUNE 30,
                                                           2007            2006           2007            2006
                                                       ------------    ------------   ------------    ------------
                                                           (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<S>                                                    <C>             <C>            <C>             <C>
Net sales ..........................................   $    200,030    $    214,077   $    374,155    $    358,640

Operating expenses:
Cost of goods sold, exclusive of depreciation and
     amortization expense shown below ..............        176,180         191,774        326,940         318,931
Selling, general and administrative expenses .......         11,561           9,985         22,717          17,649
Depreciation .......................................          3,146           2,587          6,279           4,459
Amortization .......................................            819             839          1,620           1,649
Loss on sale of property, plant and equipment ......              6            --                6            --
                                                       ------------    ------------   ------------    ------------

Operating income ...................................          8,318           8,892         16,593          15,952

Other income/(expense):
     Interest expense ..............................         (2,540)         (3,778         (4,832)         (6,634)
     Amortization of deferred financing costs ......           (159)           (177           (318)           (339)
     Other, net ....................................            (12)            305              8             239
                                                       ------------    ------------   ------------    ------------

Income from continuing operations before income tax
     provision .....................................          5,607           5,242         11,451           9,218
Income tax provision from continuing operations ....          1,383           2,104          3,317           3,597
                                                       ------------    ------------   ------------    ------------
Income from continuing operations ..................          4,224           3,138          8,134           5,621

Income/(loss) from discontinued operations, net of
     income tax provision/(benefit) of $33, $77, $65
     and ($264) ....................................             73             126            140            (496)
                                                       ------------    ------------   ------------    ------------

Net income .........................................   $      4,297    $      3,264   $      8,274    $      5,125
                                                       ============    ============   ============    ============

Basic net income/(loss) per share:
     Income from continuing operations .............   $       0.42    $       0.31   $       0.82    $       0.56
     Income/(loss) from discontinued operations ....           0.01            0.01           0.01           (0.05)
                                                       ------------    ------------   ------------    ------------
     Net income ....................................   $       0.43    $       0.32   $       0.83    $       0.51
                                                       ============    ============   ============    ============


Diluted net income/(loss) per share:
     Income from continuing operations .............   $       0.41    $       0.31   $       0.80    $       0.56
     Income/(loss) from discontinued operations ....           0.01            0.01           0.01           (0.05)
                                                       ------------    ------------   ------------    ------------
     Net income ....................................   $       0.42    $       0.32   $       0.81    $       0.51
                                                       ============    ============   ============    ============

Weighted average basic shares outstanding ..........     10,001,431      10,000,002     10,000,720      10,000,002
Weighted average diluted shares outstanding ........     10,255,935      10,000,825     10,162,594      10,001,090
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                       2
<PAGE>


                                      INTERNATIONAL WIRE GROUP, INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        FOR THE SIX MONTHS ENDED
                                                                        ------------------------
                                                                          JUNE 30,     JUNE 30,
                                                                            2007         2006
                                                                         ---------    ---------
                                                                             (IN THOUSANDS)
<S>                                                                      <C>          <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
     Net income ......................................................   $   8,274    $   5,125
     Adjustments to reconcile net income to net cash provided by
         operating activities:
         Depreciation ................................................       6,279        5,196
         Amortization ................................................       1,620        1,976
         Amortization of deferred financing costs ....................         318          339
         Stock-based compensation expense ............................       1,565          544
         Gain on sale of property, plant and equipment ...............        (243)        (464)
         Deferred income taxes .......................................       1,347         --
         Change in operating assets and liabilities, net of
             acquisitions and divestitures:
             Accounts receivable .....................................     (19,702)     (18,451)
             Inventories .............................................      (4,320)      (7,093)
             Prepaid expenses and other assets .......................      (1,066)      (1,089)
             Accounts payable and other ..............................      30,435       21,318
             Accrued and other liabilities ...........................         908         (751)
             Accrued payroll and payroll related items ...............      (2,906)         818
             Customers' deposits .....................................         960        1,874
             Accrued interest ........................................         (14)          12
             Accrued income taxes ....................................         431        3,309
             Other long-term liabilities .............................        (235)        (332)
                                                                         ---------    ---------
                 Net cash provided by operating activities ...........      23,651       12,331
                                                                         ---------    ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
         Capital expenditures ........................................      (9,383)      (4,915)
         Proceeds from sale of property, plant and equipment .........         497          644
         Restricted cash .............................................          28         (158)
         Proceeds from sale of assets held for sale ..................        --          1,975
         Acquisition of Phelps Dodge High Performance Conductors of
             SC&GA, Inc., net of $45 cash acquired ...................      (3,000)     (50,012)
                                                                         ---------    ---------
                 Net cash used in investing activities ...............     (11,858)     (52,466)
                                                                         ---------    ---------
CASH FLOWS (USED IN)/PROVIDED BY FINANCING ACTIVITIES:
             Borrowings of long-term obligations .....................     176,132      217,510
             Repayment of long-term borrowings .......................    (189,428)    (175,552)
             Proceeds from the issuance of common stock ..............          55         --
             Financing fees ..........................................          (2)        (338)
                                                                         ---------    ---------
                 Net cash (used in)/provided by financing activities..     (13,243)      41,620
                                                                         ---------    ---------
Effects of exchange rate changes on cash and cash equivalents ........          56       (1,367)
                                                                         ---------    ---------
                 Net change in cash and cash equivalents .............      (1,394)         118
Cash and cash equivalents at beginning of the period .................       3,315        5,422
                                                                         ---------    ---------
Cash and cash equivalents at end of the period .......................   $   1,921    $   5,540
                                                                         =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid ........................................................   $   4,846    $   6,646
                                                                         =========    =========
Net taxes paid (including taxes refunded of $129 in 2006) ............   $   1,438    $     247
                                                                         =========    =========
Amount included in accounts payable and other for capital expenditures   $     652    $    --
                                                                         =========    =========
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>


                         INTERNATIONAL WIRE GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

1.    BUSINESS ORGANIZATION AND BASIS OF PRESENTATION

      UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The unaudited interim condensed consolidated financial statements reflect
      all adjustments, consisting only of normal recurring adjustments that are,
      in the opinion of management, necessary for a fair presentation of the
      financial position, results of operations and cash flows of International
      Wire Group, Inc. (the "Company ", "we" or "our"). The results for the
      three and six months ended June 30, 2007 and 2006 are not necessarily
      indicative of the results that may be expected for a full fiscal year.
      These financial statements should be read in conjunction with the audited
      consolidated financial statements and notes thereto included in the
      Company's Annual Report on Form 10-K filed with the Securities and
      Exchange Commission for the year ended December 31, 2006.

      Cash and Cash Equivalents - The Company's banking arrangements allow for
      the Company to fund outstanding checks when presented to the financial
      institution for payment. This cash management practice frequently results
      in a net cash book overdraft position, which occurs when total issued
      checks exceed available cash balances at a single financial institution.
      The Company has recorded its cash disbursement accounts with a net cash
      book overdraft position in accounts payable in the accompanying condensed
      consolidated balance sheets. At June 30, 2007 and December 31, 2006, the
      Company had net cash book overdrafts of $2,843 and $0, respectively.

2.    ACQUISITION

      On March 4, 2006, the Company entered into a Stock Purchase Agreement
      ("HPC Purchase Agreement") to acquire Phelps Dodge High Performance
      Conductors of SC & GA, Inc. ("HPC") from Phelps Dodge Corporation ("PD").
      HPC is a manufacturer of specialty high performance conductors which are
      plated copper and copper alloy conductors offering both standard and
      customized high and low temperature conductors as well as specialty film
      insulated conductors and miniature tubing products. The conductors
      manufactured are tin, nickel and silver plated, including some proprietary
      products. High temperature products are generally used where high thermal
      stability and good solderability are required for certain military and
      commercial aerospace applications. The medical products include ultra fine
      alloys, which are used in medical electronics such as ultrasound equipment
      and portable defibrillators. The tubing products are used in a variety of
      medical devices in medicine delivery and coronary procedures. These
      products are sold to harness assembly manufacturers, distributors and
      original equipment manufacturers ("OEM's") in the United States, Europe
      and Asia primarily serving the aerospace, medical, automotive, computer,
      telecommunications, mass transportation, geophysical and electronics
      markets. HPC has manufacturing operations in Inman, South Carolina and
      Trenton, Georgia and a sales/distribution facility in Belgium.

      On March 31, 2006, the Company completed the acquisition of all of the
      outstanding common stock of HPC for $42,000 plus an estimated working
      capital adjustment payment at closing of $1,676. An additional working
      capital adjustment of $2,671 was paid in August 2006. The acquisition was
      funded with borrowings under the Company's Revolver Credit Facility.
      Additionally, we purchased the copper inventory held on consignment by HPC
      from PD for $5,057. In addition, pursuant to the Purchase Agreement, there
      is a contingency payment capped at $3,000 based on performance, and in May
      2007, the $3,000 payment was made. Phelps Dodge High Performance
      Conductors of SC & GA, Inc. changed its name to IWG High Performance
      Conductors, Inc. This acquisition continues the execution of our strategy
      to expand our product offerings and sell into new markets.

      This acquisition has been accounted for as a purchase on March 31, 2006.
      Results of operations of HPC are included in the accompanying condensed
      consolidated statements of operations beginning April 1, 2006.

      The total purchase price of the HPC acquisition was $55,188 and the
      payment of related purchase price, fees and costs is summarized as
      follows:


                                       4
<PAGE>



        Purchase of common stock and estimated working capital
           adjustment at closing .............................    $43,67
        Additional working capital adjustment ................     2,671
        Purchase of consigned inventory ......................     5,057
        Contingent payment ...................................     3,000
        Fees and costs .......................................       784
                                                                 -------
                                                                 $55,188
                                                                 =======


      The total acquisition costs have been allocated to the acquired net assets
      at fair value as follows:

        Current assets .....................................   $ 34,288
        Property, plant and equipment ......................     30,789
        Identifiable intangibles ...........................        460
        Current liabilities, excluding deferred income taxes    (3,06)5
        Deferred income taxes ..............................     (6,937)
        Other liabilities ..................................       (347)
                                                               --------
                                                               $ 55,188
                                                               ========



      The allocation of total acquisition cost was based on fair values as
      required under Statement of Financial Accounting Standards ("SFAS") No.
      141, Business Combinations, including inventory, property, plant and
      equipment, identifiable intangibles and certain liabilities. The Company
      finalized this allocation in the fourth quarter of 2006.

      Based upon the fair value of assets acquired and liabilities assumed
      compared to the total purchase price, there was an excess of fair value of
      net assets acquired over purchase price, or "negative goodwill" of $2,686.
      Pursuant to the provisions of SFAS No. 141, the excess was allocated on a
      pro rata basis to the acquired property, plant and equipment and
      identifiable intangible assets.

      Identifiable intangibles represent the fair market value of alloys
      (formulation of two or more metals) and trade names and trademarks. The
      fair market values were determined using a discount rate to compute the
      present value of the income of the identifiable intangible assets. A
      discount rate of 17% was used. The identifiable intangibles of $460
      consist of alloys of $92 and trade names and trademarks of $368. Each of
      the identifiable intangibles will be amortized over 20 years.

      The following table shows summary unaudited pro forma results of
      operations as if the Company and HPC had been combined as of the beginning
      of the periods presented. The unaudited pro forma results of operations
      are based on estimates and assumptions and have been made solely for
      purposes of developing such pro forma information. The pro forma
      information for the six months ended June 30, 2006 reflects adjustments
      including: elimination of intercompany sales; reduction of expenses for
      pension and post-retirement medical; adjustment to depreciation relating
      to the adjustment to the fair market value and adjusted useful lives of
      existing property, plant and equipment; additional amortization of
      identifiable intangibles; adjustment of interest expense for additional
      borrowings and reflects a 38% effective tax rate. The pro forma
      information is presented for illustrative purposes only and is not
      necessarily indicative of the operating results or financial position that
      would have occurred if the acquisition had been consummated at the
      beginning of the periods presented:

                                                             PRO FORMA
                                                             ---------
                                                            FOR THE SIX
                                                           MONTHS ENDED
                                                              JUNE 30,
                                                                2006
                                                              --------
         Net sales ........................................   $385,534
         Income from continuing operations ................      6,652
         Net income .......................................      6,156
         Basic and diluted net income per
            share .........................................       0.62



                                       5
<PAGE>

3.    RECENTLY ISSUED ACCOUNTING STANDARDS

      In July 2006, the Financial Accounting Standards Board ("FASB") issued
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement No. 109 ("FIN 48"), to be effective for
      fiscal years beginning after December 15, 2006. This interpretation adopts
      a two-step approach for recognizing and measuring tax benefits and
      requires certain disclosures about uncertainties in income tax positions.
      Under FIN 48, the impact of an uncertain income tax position on an income
      tax return must be recognized at the largest amount that is
      more-likely-than-not to be sustained upon audit by the relevant taxing
      authority. An uncertain income tax position will not be recognized if it
      has less than a 50% likelihood of being sustained. Additionally, FIN 48
      provides guidance on derecognition, classification, interest and
      penalties, accounting in interim periods, disclosure and transition. On
      January 1, 2007, the Company adopted the provisions of FIN 48. As a result
      of the adoption of FIN 48, the Company recognized a decrease of $348 to
      the opening balance of accumulated deficit. See Note 11.

      In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
      ("SFAS No. 157"). This statement defines fair value, establishes a
      framework for using fair value to measure assets and liabilities and
      expands disclosures about fair value measurements. The statement applies
      whenever other pronouncements require or permit assets or liabilities to
      be measured at fair value. SFAS No. 157 is effective for the Company's
      fiscal year beginning January 1, 2008. The Company is evaluating the
      impact the adoption of SFAS No. 157 will have on the Company's financial
      statements.

      In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Liabilities ("SFAS No. 159") -- including an
      amendment to FASB Statement No. 115. This statement permits entities to
      choose to measure many financial instruments and certain other items at
      fair value in order to mitigate volatility in reported earnings caused by
      measuring related assets and liabilities differently. SFAS No. 159 is
      effective for the Company's fiscal year beginning January 1, 2008. The
      Company is evaluating the impact the adoption of SFAS No. 159 will have on
      the Company's financial statements.

4.    INVENTORIES

      The composition of inventories is as follows:


                                                       June 30,     December 31,
                                                         2007          2006
                                                     -----------   -----------
          Raw materials..............................$    16,969   $    16,960
          Work-in-process............................     16,303        13,827
          Finished goods.............................     30,013        28,021
                                                     -----------   -----------
               Total inventories.....................$    63,285   $    58,808
                                                     ===========   ===========


      Inventories are valued at the lower of cost or current estimated market
      value. Cost is determined using the last-in, first-out ("LIFO") method for
      the Bare Wire and High Performance Conductors segments and the first-in,
      first-out ("FIFO") method for the Engineered Wire Products - Europe
      segment. The primary components of inventory costs include raw materials
      used in the production process (copper, tin, nickel, silver, alloys and
      other) and production related labor and overhead costs net of scrap sales.
      Had all inventories been valued at the FIFO cost method, inventories would
      have been $40,230 and $37,245 higher as of June 30, 2007 and December 31,
      2006, respectively.

5.    ASSETS HELD FOR SALE

      In fiscal 2006, the Company temporarily idled one of its facilities in
      Texas due to a decrease in sales demand in that region. Having met the
      criteria of SFAS No. 144, these assets have been classified as "held for
      sale" in the accompanying condensed consolidated balance sheet at June 30,
      2007. These assets are reported within the Bare Wire segment and consist


                                       6
<PAGE>



      of real property. The property was sold on August 2, 2007 for $2,350. A
      net gain on the sale of approximately $465 will be recorded in the third
      quarter of fiscal 2007.

6.    GOODWILL AND INTANGIBLE ASSETS

      The carrying amounts of goodwill are as follows:
                                                         JUNE 30,   DECEMBER 31,
                                                           2007        2006
                                                         --------    --------
        Balance, beginning of period ................... $ 62,148    $ 62,307
        Reversal of deferred income tax valuation
         allowance......................................     --          (159)
                                                         --------    --------

        Balance, end of period ......................... $ 62,148    $ 62,148
                                                         ========    ========


      At June 30, 2007 and December 31, 2006, all goodwill is included in the
      Bare Wire segment. The Company completed its annual impairment test at
      December 31, 2006 and concluded that goodwill was not impaired.

      The components of identifiable intangibles are as follows:

<TABLE>
<CAPTION>
                                              JUNE 30, 2007       DECEMBER 31, 2006
                                           --------------------  --------------------
                                                   ACCUMULATED           ACCUMULATED
                                            COST   AMORTIZATION   COST   AMORTIZATION
                                           ------- ------------  ------- ------------
<S>                                        <C>        <C>        <C>        <C>
Customer contracts and relationships.....  $ 9,534    $ 1,718    $ 9,534    $ 1,400
Trade names and trademarks ..............   10,568      1,400     10,568      1,135
Leases ..................................    2,671      2,403      2,671      1,958
Alloys ..................................       92          5         92          3
                                           -------    -------    -------    -------

         Total identifiable
             intangibles ................  $22,865    $ 5,526    $22,865    $ 4,496
                                           =======    =======    =======    =======
</TABLE>


      Amortization expense for the six months ended June 30, 2007 and June 30,
      2006 was $1,030 and $1,049, respectively. Amortization expense for
      identifiable intangibles for the next five fiscal years and thereafter is
      as follows:

                                                                       AMOUNT
                                                                      -------
      2007 (remaining six months) ...............................     $   853
      2008.......................................................       1,169
      2009.......................................................       1,169
      2010.......................................................       1,169
      2011.......................................................       1,169
      Thereafter ................................................      11,810

7.    STOCK OPTION PLANS AND COMPENSATION EXPENSE

      Effective January 1, 2006, the Company adopted Statement of Financial
      Accounting Standards No. 123(R), Share-Based Payment ("SFAS No. 123(R)")
      which requires measurement of compensation cost for all stock awards at
      fair value on the date of grant and recognition of compensation cost
      spread over the service periods for awards expected to vest. SFAS No.
      123(R) was adopted using the modified-prospective transition method. Under
      this method, compensation cost recognized in the six-month periods ended
      June 30, 2007 and 2006 includes: (a) compensation cost for all unvested
      share-based awards granted prior to January 1, 2006, based on the grant
      date fair value estimated in accordance with SFAS No. 123, Accounting For
      Stock-Based Compensation, and (b) compensation cost for all share-based
      awards granted subsequent to December 31, 2005, based on the grant date
      fair value estimated in accordance with SFAS No. 123(R). Stock-based
      compensation expense is included in selling, general and administrative
      expenses in the accompanying condensed consolidated statements of
      operations.


                                       7
<PAGE>


      The Company uses the Black-Scholes option model to estimate fair value of
      share-based awards with the following weighted average assumptions:

                                                       SIX MONTHS ENDED
                                              ----------------------------------
                                              JUNE 30, 2007        JUNE 30, 2006
                                              -------------        -------------
         Stock Options and Awards:
         Expected life....................        6 years             6 years
         Expected volatility..............         58.0%               40.0%
         Dividend yield...................           0%                 0%
         Risk-free interest rate..........          4.9%               4.9%

      The Company calculates expected volatility for stock options using
      historical volatility of a group of companies in the wire and cable
      industry. The risk-free interest rate is estimated based on the Federal
      Reserve's historical data for the maturity of nominal treasury investments
      that corresponds to the expected term of the option. The expected life was
      determined using the simplified method as these awards meet the definition
      of "plain-vanilla" options under the rules prescribed by Staff Accounting
      Bulletin 107.

      Stock option activity for the six months ended June 30, 2007 is summarized
      as follows:

<TABLE>
<CAPTION>
                                                             WEIGHTED     WEIGHTED
                                                              AVERAGE      AVERAGE      AGGREGATE
                                                 OPTIONS     EXERCISE     REMAINING     INTRINSIC
                                               OUTSTANDING    PRICE     TERM IN YEARS     VALUE
                                               -----------   --------   -------------   ---------

<S>                                              <C>         <C>             <C>         <C>
Outstanding at January 1, 2007...............    1,114,300   $ 15.03

Exercised....................................       (5,000)  $ 11.00
                                                ----------
Outstanding at June 30, 2007.................    1,109,300   $ 15.05         8.8         $8,819
                                                ==========
Vested or expected to vest at June 30, 2007..    1,053,835   $ 15.05         8.8         $8,378
                                                ==========
Exercisable at June 30, 2007.................      668,867   $ 14.93         8.8         $5,398
                                                ==========
</TABLE>

      The Company recorded stock-based compensation expense of $1,565 and $544
      for the six months ended June 30, 2007 and 2006, respectively. As of June
      30, 2007, the Company had total unrecognized compensation costs of $1,786
      which will be recognized as compensation expense over a weighted average
      period of 0.8 years. The Company estimates a 5% forfeiture rate in
      recording stock-based compensation expense. As of June 30, 2007, no awards
      have been exercised under the 2006 Management Stock Option Plan and the
      2006 Stock Option Plan for Non-Employee Directors, and options for 5,000
      shares have been exercised under the grant to Lane Pennington. The stock
      options are non-qualified which results in the creation of a deferred tax
      asset until the time the option is exercised.

8.    COMPREHENSIVE INCOME

      Comprehensive income is comprised of:

<TABLE>
<CAPTION>

                                              FOR THE THREE           FOR THE SIX
                                              MONTHS ENDED            MONTHS ENDED
                                          -------------------    --------------------
                                          JUNE 30,   JUNE 30,    JUNE 30,    JUNE 30,
                                            2007       2006        2007        2006
                                          --------   --------    --------    --------
<S>                                       <C>        <C>         <C>         <C>
Net income .............................. $  4,297   $  3,264    $  8,274    $  5,125
Foreign currency translation adjustment..      225      1,038         479       2,044
                                          --------   --------    --------    --------
     Total comprehensive income ......... $  4,522   $  4,302    $  8,753    $  7,169
                                          ========   ========    ========    ========
</TABLE>

9.    NET INCOME PER SHARE

      Net income per share is calculated using the weighted average number of
      common shares outstanding during the period. For purposes of computing
      weighted average dilutive shares outstanding, the Company uses the
      treasury stock method as required by Statement of Financial Accounting
      Standards No. 128, Earnings Per Share (as amended). The following table
      provides a reconciliation of the number of shares outstanding for basic
      and dilutive earnings per share:


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                    FOR THE THREE               FOR THE SIX
                                    MONTHS ENDED                MONTHS ENDED
                             ------------------------    ------------------------
                              JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,
                                2007          2006          2007          2006
                             ----------    ----------    ----------    ----------
<S>                          <C>           <C>           <C>           <C>
Weighted average shares .... 10,001,431    10,000,002    10,000,720    10,000,002
     outstanding-basic
Dilutive effect of stock
     options ...............    254,504           823       161,874         1,088
                             ----------    ----------    ----------    ----------
Weighted average shares
     outstanding-dilutive... 10,255,935    10,000,825    10,162,594    10,001,090
                             ==========    ==========    ==========    ==========
</TABLE>


      Weighted average shares outstanding for the three and six month periods
      ended June 30, 2006 exclude 1,041,300 options, because they are
      antidilutive under the treasury stock method.

10.   LONG-TERM DEBT

      The composition of long-term debt is as follows:

                                                      JUNE 30,     DECEMBER 31,
                                                        2007           2006
                                                      --------       --------
Senior Revolver Credit Facility ..................    $ 25,230       $ 38,020
10% Secured Senior Subordinated Notes ............      75,000         75,000
Other ............................................          29            535
                                                      --------       --------

Total long-term debt .............................     100,259        113,555
Less current maturities ..........................          29            535
                                                      --------       --------
Long-term portion of long-term debt ..............    $100,230       $113,020
                                                      ========       ========


      SENIOR REVOLVER CREDIT FACILITY

      The Company and its domestic subsidiaries are parties to a credit
      agreement (the "Revolver Credit Facility") with Wachovia Capital Financial
      Corporation (Central), formerly known as Congress Financial Corporation
      (Central), as administrative agent, and several banks and financial
      institutions parties. The Revolver Credit Facility is a senior revolver
      credit facility in the amount of up to $200,000 subject to borrowing
      availability (including, as a sub-facility of the Revolver Credit
      Facility, a $25,000 letter of credit facility).

      Borrowings under the Revolver Credit Facility are tied to a borrowing
      base, which is calculated by reference to, among other things, eligible
      accounts receivable, eligible inventory and eligible real property and
      equipment. As of June 30, 2007, letters of credit in the amount of $15,472
      were outstanding and $25,230 was drawn under the Revolver Credit Facility.
      Availability under the Revolver Credit Facility was $117,449 as of June
      30, 2007. The Company's domestic subsidiaries are the primary parties to
      the Revolver Credit Facility. The Company has guaranteed their obligations
      under the Revolver Credit Facility. The collateral for the Revolver Credit
      Facility includes all or substantially all of the Company's and its
      domestic subsidiaries' assets, including 65 percent of the capital stock
      of, or other equity interests in, the Company's foreign subsidiaries.

      The Company may choose to pay interest on advances under the Revolver
      Credit Facility at either a Eurodollar rate or a base rate plus the
      following applicable margin: (1) for base rate Revolver Credit Facility
      advances, 0.00 percent, (2) for Eurodollar rate advances, 1.25 percent to
      1.75 percent per annum, subject to adjustment in accordance with a pricing
      grid based on excess availability and (3) for letters of credit, 1.50
      percent per annum. The default rate is 2.00 percent above the rate
      otherwise applicable. The Company also has an annual commitment fee of
      0.25 percent on the unused balance of its Revolver Credit Facility and an
      issuance letter of credit fee equal to 2.00 percent.

      The Revolver Credit Facility requires the Company to observe conditions,
      affirmative covenants and negative covenants (including financial
      covenants). These covenants include limitations on the Company's ability
      to pay dividends, make acquisitions, dispose of assets, incur additional
      indebtedness, incur guarantee obligations, create liens, make investments,




                                       9
<PAGE>



      engage in mergers, make negative pledges, change the nature of its
      business or engage in certain transactions with affiliates. In addition,
      the Company's subsidiaries are restricted from making dividends and other
      restricted payments (which may include payments of intercompany
      indebtedness) to the Company for purposes other than the payment of
      reasonable compensation to officers, employees and directors for services
      rendered to the Company's subsidiaries in the ordinary course of business,
      payments by the Company's subsidiaries for actual and necessary reasonable
      out-of-pocket legal and accounting, insurance, marketing, payroll and
      similar types of services paid for by the Company on behalf of the
      Company's subsidiaries, in the ordinary course of their respective
      businesses or as the same may be directly attributable to the Company's
      subsidiaries, for the payment of taxes by or on behalf of the Company, and
      the payments by the Company's subsidiaries for the payment of fees,
      principal and interest on the Notes described below. The Company must also
      comply with a fixed charge coverage ratio when either (1) the minimum
      availability under the credit facility falls below $30,000 or (2) there is
      a default or event of default.

      The Company's Revolver Credit Facility commitment expires on August 22,
      2011.

      The Company may prepay the loans or reduce the commitments under its
      credit facility in a minimum amount of $5,000 and additional integral
      amounts in multiples of $1,000 in respect of the Revolver Credit Facility.
      The commitments under the Revolver Credit Facility may not be reduced by
      more than $10,000 in any twelve-month period.

      The Company must prepay the loans under the Revolver Credit Facility by
      the following amounts (subject to certain exceptions):

            o     An amount equal to 100 percent of the net proceeds of any
                  incurrence of indebtedness by the Company or any of its
                  subsidiaries;

            o     An amount equal to 100 percent of the net proceeds of any
                  non-ordinary course sale or other disposition by the Company
                  or any of its subsidiaries of any assets, except for certain
                  exceptions.

      SECURED SENIOR SUBORDINATED NOTES

      The 10% Secured Senior Subordinated Notes due 2011 ("Notes") are: senior
      subordinated obligations of the Company; senior in right of payment to any
      of future subordinated obligations; guaranteed by the Company's domestic
      subsidiaries; and secured by a second-priority lien on all or
      substantially all of the Company's and its domestic subsidiaries' assets,
      including 65 percent of the capital stock of, or other equity interests
      in, the Company's foreign subsidiaries. The Company issued the Notes on
      October 20, 2004 in aggregate principal amount of $75,000. The Notes will
      mature on October 15, 2011. Interest on the Notes accrues at the rate of
      10 percent per annum and is payable semiannually in arrears on April 15
      and October 15. Interest on overdue principal accrues at 2 percent per
      annum in excess of the above rate. The indenture governing the Notes
      contains restrictive covenants which, among other things, limit the
      Company's ability and some of its subsidiaries to (subject to exceptions):
      incur additional debt; pay dividends or distributions on, or redeem or
      repurchase capital stock; restrict dividends or other payments; transfer
      or sell assets; engage in transactions with affiliates; create certain
      liens; engage in sale/leaseback transactions; impair the collateral for
      the Notes; make investments; guarantee debt; consolidate, merge or
      transfer all or substantially all of its assets and the assets of the
      Company's subsidiaries; and engage in unrelated businesses.


11.   INCOME TAXES

      During the second quarter, the 2007 annual effective tax rate was lowered
      to 31.6%, exclusive of discreet items for the six months ended June 30,
      2007, due to changes in certain state tax laws.

      On January 1, 2007, the Company adopted the provisions of FIN 48. The
      total amount of the liability for unrecognized tax benefits as of the date
      of adoption was $907, which is included in "Other long-term liabilities."
      As a result of the adoption of FIN 48, the Company recognized a decrease
      in the liability for unrecognized tax benefits, net of deferred income
      taxes, as of January 1, 2007 with a corresponding decrease in the
      Company's accumulated deficit totaling $348.



                                       10
<PAGE>



      The total unrecognized tax benefits balance at January 1, 2007 is
      comprised of tax benefits that, if recognized, would affect the effective
      rate.

      The Company recognizes interest and penalties accrued related to
      unrecognized tax benefits in income tax expense. During the year ended
      December 31, 2006, the Company recognized approximately $58 in penalties
      and interest. The Company had $58 accrued for the payment of interest and
      penalties at December 31, 2006. Upon adoption of FIN 48 on January 1,
      2007, the Company decreased its accrual for interest and penalties to $8.

      The Company is subject to taxation in the United States and various state
      and foreign jurisdictions. The Company's tax years from 2001 to 2006 are
      subject to examination by the taxing authorities.

12.   BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

      The Company's three reportable segments are Bare Wire, Engineered Wire
      Products-Europe, and High Performance Conductors. These segments are
      strategic business units organized around three product categories that
      follow management's internal organization structure. The Company evaluates
      segment performance based on segment operating income.

      The Bare Wire segment manufactures bare and tin-plated copper wire
      products (or conductors) used to transmit digital, video and audio signals
      or conduct electricity and sells to insulated wire manufacturers and
      various OEM's for use in computer and data communications products,
      general industrial, energy, appliances, automobiles, and other
      applications. The Bare Wire segment is in the primary business of copper
      fabrication. The Company may provide such copper to its customers or use
      their copper in the fabrication process. While the Company bills its
      customers for copper it provides, it does not distinguish in its records
      these customer types and it is therefore not practical to provide such
      disclosure.

      The Engineered Wire Products-Europe segment manufactures and engineers
      connections and bare copper wire products (or conductors) to conduct
      electricity either for power or for grounding purposes and are sold to a
      diverse customer base of various OEM's for use in electrical appliances,
      power supply, aircraft and railway, and automotive products.

      The High Performance Conductors segment, which resulted from the Company's
      acquisition described in Note 2, manufactures specialty high performance
      conductors which include tin, nickel and silver plated copper and copper
      alloy conductors including high and low temperature standard and
      customized conductors as well as specialty film, insulated conductors and
      miniature tubing products.

      Summarized financial information for the Company's reportable segments is
      as follows:

<TABLE>
<CAPTION>
                                      ENGINEERED
                                         WIRE         HIGH
                                       PRODUCTS-   PERFORMANCE
                         BARE WIRE      EUROPE     CONDUCTORS    CORPORATE    ELIMINATIONS     TOTAL
                         ---------      ------     ----------    ---------    ------------     -----
<S>                       <C>          <C>          <C>          <C>           <C>           <C>
NET SALES
     Three months ended
         June 30, 2007    $152,475     $ 16,936     $ 31,191     $   --        $   (572)     $200,030
     Three months ended
         June 30, 2006     170,863       14,272       29,028         --             (86)      214,077
     Six months ended
         June 30, 2007     278,580       34,037       62,403         --            (865)      374,155
     Six months ended
         June 30, 2006     302,919       26,938       29,028         --            (245)      358,640

OPERATING INCOME/(LOSS)
     Three months ended
         June 30, 2007       4,654        1,500        3,449       (1,285)         --           8,318
     Three months ended
         June 30, 2006       5,312        1,158        2,962         (540)         --           8,892
     Six months ended
         June 30, 2007       9,417        2,524        6,721       (2,069)         --          16,593
     Six months ended
         June 30, 2006      11,320        2,219        2,962         (549)         --          15,952

GOODWILL
     June 30, 2007 ....     62,148         --           --           --            --          62,148
     December 31, 2006      62,148         --           --           --            --          62,148

TOTAL ASSETS
     June 30, 2007 ....    272,066       39,778       63,838       30,970        (7,638)      399,014
     December 31, 2006     247,778       40,115       62,863       32,161        (7,352)      375,565

</TABLE>



                                       11
<PAGE>



      The following table presents sales by period and by geographic region
      based on the country in which the legal subsidiary is domiciled:

                                    FOR THE THREE               FOR THE SIX
                                    MONTHS ENDED                MONTHS ENDED
                              ----------------------      ----------------------
                              JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,
                                2007          2006          2007          2006
                              --------      --------      --------      --------
United States ..........      $181,093      $199,805      $335,543      $331,702
Europe .................        18,937        14,272        38,612        26,938
                              --------      --------      --------      --------

     Total .............      $200,030      $214,077      $374,155      $358,640
                              ========      ========      ========      ========


      The following table presents property, plant and equipment, net, by
      geographic region based on the location of the asset (excludes amounts
      included in assets held for sale):

                                                   JUNE 30,    DECEMBER 31,
                                                     2007          2006
                                                   --------      --------
         United States ........................    $ 95,984      $ 94,568
         Europe ...............................       9,610         9,321
                                                   --------      --------

              Total ...........................    $105,594      $103,889
                                                   ========      ========


13.   RELATED PARTY TRANSACTIONS

      The Company sells a portion of its production scrap to Prime Materials
      Recovery, Inc. ("Prime") and Prime also performs certain scrap processing
      services for the Company. Prime is a closely held company and its major
      shareholder, chairman and director is the Chief Executive Officer of the
      Company. In addition, the Vice President of Finance of the Company holds a
      minority ownership interest and is a director. The Company had sales to
      Prime of $6,275 and $7,572 for the three months ended June 30, 2007 and
      2006, respectively, and $9,573 and $11,278 for the six months ended June
      30, 2007 and 2006, respectively. The outstanding trade receivables were
      $2,028 and $2,564 at June 30, 2007 and December 31, 2006, respectively.
      The Company incurred scrap conversion costs from Prime of $389 and $0 for
      the three months ended June 30, 2007 and 2006, respectively, and $414 and
      $0 for the six months ended June 30, 2007 and 2006, respectively. The
      outstanding trade payables were $16 and $0 at June 30, 2007 and December
      31, 2006, respectively. Sales to and purchases from Prime were made at
      terms comparable to those of other companies in the industry.

14.   LITIGATION

      In February 2002, the Company initiated an action in the Circuit Court of
      Cook County, Chancery Division (Case No. 02CH2470) located in Chicago,
      Illinois, titled International Wire Group, Inc. v. National Union Fire
      Insurance Company of Pittsburgh, Pennsylvania, AIG Technical Services,
      Inc., Aon Corporation and Aon Risk Services of Missouri, Ltd. (the "AIG
      Litigation "). The Company alleges in the complaint in such action, among
      other things, that National Union is obligated to defend and indemnify and
      otherwise provide insurance coverage to the Company and the various OEM's
      for certain claims and damages related to certain water inlet hoses
      supplied by and through the Company's former wire harness business
      pursuant to two (2) $25,000 excess insurance policies issued to the
      Company by National Union. In July 2003, a ruling was rendered in this
      matter. The trial court ruled in favor of the Company and ruled that
      National Union/AIG is obligated to defend and indemnify and otherwise


                                       12
<PAGE>



      provide insurance coverage to the Company and various OEM's for certain
      claims and damages related to certain water inlet hoses supplied by and
      through the Company pursuant to the two (2) $25,000 excess insurance
      policies issued to the Company by National Union. National Union/AIG filed
      for an appeal of the decision.

      In December 2003, the Company and its former parent company reached an
      agreement with National Union, AIG Technical Services, Aon Corporation and
      Aon Risk Services of Missouri to settle pending matters in the AIG
      Litigation. Under the settlement agreement, National Union agreed to
      provide full defense and indemnity to the Company and certain OEM's for
      all claims for damages that have occurred between April 1, 2000 and March
      31, 2002 related to certain water inlet hoses supplied by and through the
      Company pursuant to the two (2) $25,000 excess insurance policies issued
      to the Company by National Union. All other aspects of the settlement are
      subject to the confidentiality provisions of the settlement agreement.

      In connection with the sale of the Company's former wire harness business
      to Viasystems International, Inc. in March 2000, the Company agreed to
      indemnify Viasystems for certain claims and litigation, including any
      claims related to the claims for water inlet hoses. The Company's policy
      is to record the probable and reasonably estimable loss related to the
      product liability claims. Over time, the level of claims, insurance
      coverage and settlements has varied. Accordingly, the Company has revised
      its estimated liability outstanding, or balance sheet reserve, based on
      actual claims reported and costs incurred and its estimate of claims and
      cost incurred but not reported. The Company has reached global settlements
      with various claimants related to such claims which are also considered in
      determining the balance sheet reserve. There are no recoveries from third
      parties considered in determining the balance sheet reserve. The following
      table summarizes the number of uninsured claims received, resolved and
      pending as of and for the periods ended June 30, 2007, December 31, 2006
      and December 31, 2005 (in thousands, except number of claims):

                                                                        VALUE OF
                                                             NO. OF     ALLEGED
                                                             CLAIMS     DAMAGES
                                                            -------     -------
       As of December 31, 2005 ..........................       310     $ 3,611
       For the year ended December 31, 2006:
            New uninsured claims ........................       668       6,956
            Resolved uninsured claims ...................      (681)     (6,386)
                                                            -------     -------

       As of December 31, 2006 ..........................       297       4,181
       For the six months ended June 30, 2007:
            New uninsured claims ........................        99       1,724
            Resolved uninsured claims ...................      (231)     (2,837)
                                                            -------     -------
       As of June 30, 2007 ..............................       165     $ 3,068
                                                            =======     =======

      For the periods prior to April 1, 2002, the Company's product liability
      coverage is in excess of the insured claims outstanding. As of June 30,
      2007 and December 31, 2006, the total of such claims was less than $2,000
      with an estimated liability related to these claims of less than $500. As
      of June 30, 2007 and December 31, 2006, the Company had $75,000 of
      remaining insurance coverage under its excess umbrella policies for each
      of the insured years prior to April 1, 2002.

      For the periods ended June 30, 2007 and December 31, 2006, the aggregate
      settlement costs, cost of administering and litigating and average cost
      per resolved claim were as follows:

                                                    FOR THE SIX     FOR THE
                                                       MONTHS        YEAR
                                                       ENDED        ENDED
                                                      JUNE 30,    DECEMBER 31,
                                                        2007         2006
                                                      --------      --------
Aggregate settlement costs .........................     $ 86         $482

Cost of administering and litigating ...............     $ 78         $215

Average cost per resolved claim ....................     $  1         $  1



                                       13
<PAGE>



      The Company had a reserve of $1,086 and $1,250 as of June 30, 2007 and
      December 31, 2006, respectively, related to the estimated future payments
      to be made to the claimants in the settlement of the remaining incurred
      claims and claims incurred but not reported. The majority of payments are
      expected to be made over approximately the next three years. Due to the
      uncertainties associated with these product claims, such as greater than
      expected amount of unreported claims and amounts to be paid under reached
      global settlements, the future costs of final settlement of these claims
      may differ from the liability currently accrued. However, in the Company's
      opinion, the impact of final settlement of these claims on future
      operations, financial position and cash flows should not be material.

      The Company is a party to various legal proceedings and administrative
      actions, all of which are of an ordinary or routine nature incidental to
      the operations of the Company. The Company does not believe that such
      proceedings and actions would materially affect the Company.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the unaudited
      consolidated financial statements and the notes thereto included in this
      Form 10-Q.

      We make forward-looking statements in this Form 10-Q that are based on
      management's beliefs and assumptions and on information currently
      available to management. Forward-looking statements include the
      information concerning the Company's possible or assumed future results of
      operations, business strategies, financing plans, competitive position,
      potential growth opportunities, the effects of competition, outlook,
      objectives, plans, intentions and goals. For those statements, the Company
      claims the protection of the safe harbor for forward-looking statements
      provided for by Section 21E of the Securities Exchange Act of 1934, as
      amended. Forward-looking statements include all statements that are not
      historical facts and can be identified by the use of forward-looking
      terminology such as the words " believes, " " expects, " " may, " " will,
      " " should, " " seeks, " " pro forma, " " anticipates, " " intends, " "
      plans," " estimates, " or the negative of any thereof or other variations
      thereof or comparable terminology, or by discussions of strategy or
      intentions.

      Forward-looking statements involve risks, uncertainties and assumptions.
      Actual results may differ materially from those expressed in these
      forward-looking statements. Undue reliance should not be placed on any
      forward-looking statements. We do not have any intention or obligation to
      update forward-looking statements after the filing of this Form 10-Q.

      Many important factors could cause our results to differ materially from
      those expressed in forward-looking statements. These factors include, but
      are not limited to, fluctuations in our operating results and customer
      orders, unexpected decreases in demand or increases in inventory levels,
      changes in the price of copper, tin, nickel and silver, copper premiums
      and alloys, the failure of our acquisitions and expansion plans to perform
      as expected, the competitive environment, our reliance on our significant
      customers, lack of long-term contracts, substantial dependence on business
      outside of the U.S. and risks associated with our international
      operations, limitations due to our indebtedness, loss of key employees or
      the deterioration in our relationship with employees, litigation, claims,
      liability from environmental laws and regulations and other factors. For
      additional information regarding risk factors, see our discussion in Part
      I, Item 1A of our Annual Report on Form 10-K for the year ended December
      31, 2006.

      OVERVIEW

      We, together with our subsidiaries, manufacture and market wire products,
      including bare and tin-plated copper wire, engineered wire products and
      high performance conductors for other wire suppliers and original
      equipment manufacturers or " OEM's ". Our products include a broad
      spectrum of copper wire configurations and gauges with a variety of
      electrical and conductive characteristics and are utilized by a wide
      variety of customers primarily in the aerospace, appliance, automotive,
      electronics/data communications, general industrial/energy and medical
      device industries. As of June 30, 2007, we manufacture and distribute our
      products at 14 facilities located in the United States, Belgium, France
      and Italy. For the period ended June 30, 2007, we operated our business in
      the following three segments:



                                       14
<PAGE>



            o     Bare Wire. Our bare and tin-plated copper wire products (or
                  conductors) are used to transmit digital, video and audio
                  signals or conduct electricity and are sold to a diverse
                  customer base of over 1,000 insulated wire manufacturers and
                  various industrial OEM's for use in computer and data
                  communications products, general industrial, energy,
                  appliances, automobiles and other applications.

            o     Engineered Wire Products - Europe. Our bare copper wire
                  products are engineered and used to conduct electricity either
                  for power or for grounding purposes and are sold to a diverse
                  customer base of various OEM's for use in electrical
                  appliances, power supply, aircraft and railway and automotive
                  products.

            o     High Performance Conductors. Our High Performance Conductors
                  segment manufacturers specialty high performance conductors
                  which include tin, nickel and silver-plated copper and copper
                  alloy conductors including high and low temperature standard
                  and customized conductors as well as specialty film insulated
                  conductors and miniature tubing products. This segment
                  resulted from our acquisition of Phelps Dodge High Performance
                  Conductors of SC & GA, Inc. ("HPC") on March 31, 2006.

      Demand for our products is directly related to two primary factors:

            o     demand for the end products in which our products are
                  incorporated; and

            o     our ability to compete with other suppliers in the industries
                  we serve.

      Important indicators of demand for all of our products include a number of
      general economic factors such as gross domestic product, interest rates
      and consumer confidence. In specific industries, management also monitors
      the following factors:

            o     Electronics/data communications and industrial/energy - while
                  the end user applications are very diverse, some of the
                  contributing factors of demand in the markets include
                  technology spending and major industrial and/or infrastructure
                  projects, including build-out of computer networks, mining
                  development, oil exploration and production projects, mass
                  transit and general commercial and industrial real estate
                  development.

            o     Automobiles - North American industry production statistics,
                  which are influenced by labor relations issues, regulatory
                  requirements and trade agreements. For the first six months of
                  2007, automotive industry production volumes decreased 5.6%
                  compared to the same period for 2006.

            o     Additional factors for the High Performance Conductors segment
                  include commercial aircraft shipments, military aircraft
                  deliveries and electro-medical equipment demand rates.
                  Deliveries of large civil aircraft in the first six months of
                  2007 increased 20% over the same period in 2006. Demand for
                  medical devices was also strong in the first six months of
                  2007 due to the broadening acceptance of products available
                  for minimally invasive procedures and increased product
                  development.

      We compete with other suppliers of wire products on the basis of price,
      quality, delivery and the ability to provide a sufficient array of
      products to meet most of our customers needs. We believe our
      state-of-the-art production equipment permits us to provide a high quality
      product while also permitting us to efficiently manufacture our products,
      which assists in our ability to provide competitively priced products.
      Also, we invest in engineering and product development so that we can
      continue to provide our customers with the array of products and features
      they demand. Finally, we have located our production facilities near many
      of our customers' manufacturing facilities which allows us to meet our
      customers' delivery demands, including assisting with inventory management
      for just-in-time production techniques.

      A portion of our revenue is derived from processing customer-owned
      ("tolled") copper. The value of tolled copper is excluded from both our
      sales and costs of sales, as title to these materials and the related
      risks of ownership do not pass to us at any time. The remainder of our
      sales included non-customer owned copper ("owned copper" ). Accordingly,
      for these sales, copper is included in both sales and cost of sales.



                                       15
<PAGE>



      Our expenses in producing these products fall into three main categories -
      raw materials, including copper, silver, nickel, tin and alloys, labor
      and, to a lesser extent, utilities. Copper is the primary raw material
      incorporated in all of our products. As a world traded commodity, copper
      prices have historically been subject to fluctuations. Copper prices are
      affected by a number of factors, including worldwide demand, mining and
      transportation capacity and political instability. Copper supply is
      generally affected by the number and capacity of the mines that produce
      copper. For instance, production problems at a single major mine can
      impact worldwide supply and prices. Copper prices have increased from 2006
      levels as a result of a combination of continued sustained demand from
      China and India and continued unprecedented levels of investment fund
      involvement. The average price of copper based upon The New York
      Mercantile Exchange, Inc. ("COMEX ") increased to $3.46 per pound for the
      three months ended June 30, 2007 from $3.37 per pound for the three months
      ended June 30, 2006, or 3%. We attempt, where possible, to minimize the
      impact of these fluctuations on our profitability through pass-through
      arrangements with our customers, which are based on similar variations of
      monthly copper price formulas.

      However, a severe increase in the price of copper can have a negative
      impact on our liquidity. Currently, a $0.10 per pound fluctuation in the
      price of copper will have an approximate $2.5 million impact on our
      working capital. Increased working capital requirements cause us to
      increase our borrowings, which increases our interest expense.

      Copper prices remain volatile. The average copper price for the six months
      ended June 30, 2007 of $3.08 per pound was higher than the COMEX price of
      $2.85 as of December 31, 2006. However, the price of copper on the COMEX
      was $3.37 per pound on August 9, 2007.

      With the HPC acquisition, other raw materials used include silver and
      nickel. The cost of silver and nickel components in our products is
      generally passed-through to our customers. For the three months ended June
      30, 2007, the average price of silver increased by 9% and the average
      price of nickel increased by 141% compared to the three months ended June
      30, 2006.

      Our labor and utility expenses are directly tied to our level of
      production. While the number of employees we use in our operations has
      fluctuated with sales volume, our cost per employee continues to rise with
      increases in wages and the costs of providing medical coverage, workers'
      compensation and other fringe benefits to employees. The cost of providing
      medical coverage is impacted by continued inflation in medical products
      and services. Utility rates vary by season and the prices for coal,
      natural gas and other similar commodities which are used in the generation
      of power. We attempt to manage our utility rates through usage agreements
      which affect our power usage during peak usage hours.

      RESULTS OF OPERATIONS

      The following table sets forth certain unaudited statements of operations
      data in millions of dollars and percentage of net sales for the periods
      indicated. The Company's insulated wire business is included in
      discontinued operations.

<TABLE>
<CAPTION>
                                    FOR THE THREE MONTHS ENDED               FOR THE SIX MONTHS ENDED
                               ------------------------------------   -------------------------------------
                                    JUNE 30,            JUNE 30,            JUNE 30,            JUNE 30,
                                      2007                2006                2007                2006
                               ----------------   -----------------   -----------------   -----------------
<S>                            <C>        <C>     <C>         <C>     <C>         <C>     <C>         <C>
Net sales...................   $ 200.0    100.0%  $  214.1    100.0%  $  374.2    100.0%  $  358.6    100.0%
Operating expenses:
Cost of goods sold,
     exclusive of
     depreciation and
     amortization expense
     shown below ...........     176.2     88.1      191.8     89.6      327.0     87.4      318.9     88.9
Selling, general and
     administrative
     expenses ..............      11.6      5.8       10.0      4.7       22.7      6.1       17.6      4.9
Depreciation and
     amortization ..........       3.9      1.9        3.4      1.6        7.9      2.1        6.1      1.7
                               -------  -------   --------  -------   --------  -------   --------  -------
Operating income ...........       8.3      4.2        8.9      4.1       16.6      4.4       16.0      4.5
Other income/(expense):
     Interest expense ......      (2.5)    (1.3)      (3.8)    (1.7)      (4.8)    (1.3)      (6.6)    (1.8)
     Amortization of
         deferred
         financing costs ...      (0.2)    (0.1)      (0.2)    (0.1)      (0.3)  --           (0.4)    (0.1)


                                       16
<PAGE>



     Other, net ............       --       --         0.3      0.1        --       --         0.2      --
                               -------  -------   --------  -------   --------  -------   --------  -------
Income from continuing
     operations before
     income tax provision...       5.6      2.8        5.2      2.4       11.5      3.1        9.2      2.6
Income tax provision .......       1.4      0.7        2.1      1.0        3.3      0.9        3.6      1.0
                               -------  -------   --------  -------   --------  -------   --------  -------
Income from continuing
     operations ............       4.2      2.1        3.1      1.4        8.2      2.2        5.6      1.6
Income/(loss) from
     discontinued
     operations ............       0.1      0.1        0.2      0.1        0.1      --        (0.5)    (0.2)
                               -------  -------   --------  -------   --------  -------   --------  -------
Net income..................   $   4.3      2.2%  $    3.3      1.5%  $    8.3      2.2%  $    5.1      1.4%
                               =======  =======   ========  =======   ========  =======   ========  =======
</TABLE>

      We have three reportable segments: Bare Wire, Engineered Wire
      Products-Europe, and High Performance Conductors. The following table sets
      forth unaudited net sales and operating income for the periods presented
      in millions of dollars and percentages of totals:

<TABLE>
<CAPTION>
                                    FOR THE THREE MONTHS ENDED               FOR THE SIX MONTHS ENDED
                               ------------------------------------   -------------------------------------
                                    JUNE 30,            JUNE 30,            JUNE 30,            JUNE 30,
                                      2007                2006                2007                2006
                               ----------------   -----------------   -----------------   -----------------
<S>                            <C>           <C>  <C>            <C>  <C>            <C>  <C>            <C>
Net sales:
     Bare Wire..............   $ 152.5       76%  $  170.9       80%  $  278.6       75%  $  302.9       84%
     Engineered Wire
         Products -
         Europe ............      16.9        8       14.3        7       34.0        9       26.9        8
     High Performance
         Conductors ........      31.2       16       29.0       13       62.4       16       29.0        8
     Eliminations ..........      (0.6)     --        (0.1)     --        (0.8)     --        (0.2)     --
                               -------  -------   --------  -------   --------  -------   --------  -------
         Total..............   $ 200.0      100%  $  214.1      100%  $  374.2      100%  $  358.6      100%
                               =======  =======   ========  =======   ========  =======   ========  =======


Operating income:
     Bare Wire..............   $   4.7       49%  $    5.3       56%  $    9.4       51%  $   11.3       69%
     Engineered Wire
         Products -
         Europe.............       1.5       16        1.1       12        2.5       13        2.2       13
     High Performance
         Conductors.........       3.4       35        3.0       32        6.7       36        3.0       18
                               -------  -------   --------  -------   --------  -------   --------  -------
         Subtotal...........       9.6      100%       9.4      100%      18.6      100%      16.5      100%
                                        =======             =======             =======             =======
     Corporate..............      (1.3)               (0.5)               (2.0)               (0.5)
                               -------            --------            --------            --------
         Total..............   $   8.3            $    8.9            $   16.6            $   16.0
                               =======            ========            ========            ========
</TABLE>

      THREE MONTHS ENDED JUNE 30, 2007 VERSUS THREE MONTHS ENDED JUNE 30, 2006

      Net sales were $200.0 million and $214.1 million for the three months
      ended June 30, 2007 and 2006, respectively. Sales for the three months
      ended June 30, 2007 were $14.1 million, or 6.6%, lower than comparable
      2006 levels, as a result of a higher proportion of tolled copper shipped
      in the 2007 period compared to the 2006 period ($26.4 million) and lower
      volume ($0.9 million). These factors were partially offset by an increase
      in the average cost and selling price of copper ($10.8 million), higher
      customer pricing/mix ($1.3 million) and the impact of a stronger euro
      versus the U.S. dollar ($1.1 million). The average price of copper based
      upon COMEX increased to $3.46 per pound for the three months ended June
      30, 2007 from $3.37 per pound for the three months ended June 30, 2006.

      Bare Wire segment net sales for the three months ended June 30, 2007 were
      $152.5 million, or a decrease of $18.4 million, or 10.8%, from net sales
      of $170.9 million for the comparable 2006 period. This decrease was
      primarily the result of lower volume to customers supplying the
      electronics/data communications and appliance markets ($2.9 million) and
      the impact of a higher proportion of tolled copper shipped in the 2007
      period compared to the 2006 period ($26.4 million). These decreases were
      partially offset by the impact of an increase in the average cost and
      selling price of copper ($9.4 million), higher volume to customers
      supplying the industrial/energy and automotive markets ($0.2 million) and
      increased customer pricing/mix ($1.3 million). Of the total pounds
      processed for the three months ended June 30, 2007 and 2006, respectively,
      49.7% and 42.9% were from customers' tolled copper.

      Engineered Wire Products-Europe net sales of $16.9 million for the three
      months ended June 30, 2007 were $2.6 million, or 18.2%, higher than sales
      of $14.3 million for the 2006 period. This increase was the result of $0.8
      million for the increase in the average cost and selling price of copper,
      $1.1 million from the impact of a stronger euro versus the U.S. dollar and


                                       17
<PAGE>



      $0.7 million from increased volume from improved customer demand in all
      markets.

      High Performance Conductors net sales of $31.2 million for the three
      months ended June 30, 2007 were $2.2 million, or 7.6%, higher than sales
      of $29.0 million for the 2006 period. This increase was the result of $0.6
      million for the increase in the average cost and selling price of copper
      and $1.6 million from increased volume from improved customer demand in
      the aerospace and medical device markets.

      Cost of goods sold, exclusive of depreciation and amortization, as a
      percentage of sales decreased to 88.1% for the three months ended June 30,
      2007 from 89.6% for the same period in 2006. The decrease of 1.5
      percentage points was due to the impact of a higher proportion of tolled
      copper sales in 2007 compared to 2006 (1.5 percentage points), higher
      customer pricing/mix (0.6 percentage points) and an increased contribution
      from High Performance Conductors (0.6 percentage points), partially offset
      by the increase in the average cost and selling price of copper (0.7
      percentage points), and lower overhead absorption (0.5 percentage points).

      Selling, general and administrative expenses were $11.6 million for the
      three months ended June 30, 2007 compared to $10.0 million for the same
      period in 2006. This increase of $1.6 million was the result of $0.2
      million of stock-based compensation expense, $1.1 million of higher
      professional fees and $0.3 million of other cost increases. These
      expenses, as a percent of net sales, increased to 5.8% for the three
      months ended June 30, 2007 from 4.7% for the three months ended June 30,
      2006, primarily from the impact of lower sales from a higher proportion of
      tolled copper in 2007 compared to 2006 and the previously mentioned
      increased costs.

      Depreciation and amortization was $3.9 million for the three months ended
      June 30, 2007 compared to $3.4 million for the same period in 2006. This
      increase of $0.5 million was the result of higher depreciation on
      property, plant and equipment additions.

      Operating income for the three months ended June 30, 2007 was $8.3 million
      compared to $8.9 million for the 2006 period, or a decrease of $0.6
      million, or 6.7%, primarily from increased stock-based compensation costs,
      professional fees and depreciation and amortization. Bare Wire segment's
      operating income of $4.7 million for the 2007 period decreased by $0.6
      million, or 11.3%, compared to $5.3 million for the 2006 period, primarily
      from lower sales volume, lower overhead absorption and higher depreciation
      which were partially offset by higher customer pricing/mix. Engineered
      Wire Products-Europe operating income was $1.5 million, or an increase of
      $0.4 million from the 2006 period as the result of $1.1 million increased
      sales volume to all major markets. High Performance Conductors operating
      income was $3.4 million, or an increase of $0.4 million from the 2006
      period of $3.0 million from increased sales volume and a higher gross
      profit rate. Operating income in the 2007 period also decreased by $0.8
      million from increased charges for stock-based compensation expense and
      professional fees.

      Interest expense was $2.5 million for the three months ended June 30, 2007
      compared to $3.8 million for the three months ended June 30, 2006. This
      decrease of $1.3 million was the result of the impact of lower levels of
      borrowings from improved operating cashflows, including higher accounts
      payable and a lower cost debt structure.

      Amortization of deferred financing costs was $0.2 million for both the
      three months ended June 30, 2007 and 2006.

      Income tax provision was $1.4 million and $2.1 million for the three
      months ended June 30, 2007 and 2006, respectively. The Company's effective
      tax rate for the three months ended June 30, 2007 was 24.7% and 40.1% for
      the three months ended June 30, 2006. The lower effective tax rate in 2007
      was the result of efficient state tax strategies and changes in certain
      state tax laws.

      Income from continuing operations was $4.2 million and $3.1 million for
      the three months ended June 30, 2007 and 2006, respectively, or an
      increase of $1.1 million primarily from reduced interest expense and a
      lower effective tax rate which were partially offset by higher selling,
      general and administrative expenses and depreciation and amortization.



                                       18
<PAGE>



      Income from discontinued operations was $0.1 million and $0.2 million for
      the three months ended June 30, 2007 and 2006, respectively. The 2007
      amount included a gain of $0.2 million from the sale of property, plant
      and equipment of the former Insulated Wire business. The 2006 amount
      included the results of the Insulated Wire business that was sold in July
      2006.

      As a result of the aforementioned changes, net income was $4.3 million, or
      $0.43 per basic share and $0.42 per diluted share, and $3.3 million, or
      $0.32 per basic and diluted share, for the three months ended June 30,
      2007 and 2006, respectively.

      SIX MONTHS ENDED JUNE 30, 2007 VERSUS SIX MONTHS ENDED JUNE 30, 2006

      Net sales were $374.2 million and $358.6 million for the six months ended
      June 30, 2007 and 2006, respectively. Sales for the six months ended June
      30, 2007 were $15.6 million, or 4.4%, above comparable 2006 levels, as a
      result of an increase in the average cost and selling price of copper
      ($31.5 million), higher customer pricing/mix ($2.5 million), the impact of
      a stronger euro versus the U.S. dollar ($2.2 million) and from the
      acquisition of HPC ($31.2 million) on March 31, 2006. These factors were
      partially offset by a higher proportion of tolled copper shipped in the
      2007 period compared to the 2006 period ($47.7 million) and lower volume
      ($4.1 million). The average price of copper based upon COMEX increased to
      $3.08 per pound for the six months ended June 30, 2007 from $2.81 per
      pound for the six months ended June 30, 2006.

      Bare Wire segment net sales for the six months ended June 30, 2007 were
      $278.6 million, or a decrease of $24.3 million, or 8.0%, from sales of
      $302.9 million for the comparable 2006 period. This decrease was primarily
      the result of lower volume to customers supplying the electronics/data
      communications and appliance markets ($7.3 million) and the impact of a
      higher proportion of tolled copper shipped in the 2007 period compared to
      the 2006 period ($47.7 million). These decreases were partially offset by
      the impact of an increase in the average cost and selling price of copper
      ($28.2 million) and increased customer pricing/mix ($2.5 million). Of the
      total pounds processed for the six months ended June 30, 2007 and 2006,
      respectively, 49.5% and 44.0% were from customers' tolled copper.

      Engineered Wire Products-Europe net sales of $34.0 million for the six
      months ended June 30, 2007 were $7.1 million, or 26.4%, higher than sales
      of $26.9 million for the 2006 period. This increase was the result of $2.7
      million for the increase in the average cost and selling price of copper,
      $2.2 million impact of a stronger euro versus the U.S. dollar and $2.2
      million from increased volume from improved customer demand in all
      markets.

      High Performance Conductors net sales of $62.4 million for the six months
      ended June 30, 2007 were $33.4 million, or 115.2%, higher than sales of
      $29.0 million for the 2006 period. This increase was the result of $0.6
      million for the increase in the average cost and selling price of copper,
      $1.6 million from increased volume from improved customer demand in the
      aerospace and medical device markets and $31.2 million for the three
      months ended March 31, 2007 with no similar sales for the three months
      ended March 31, 2006 as HPC was acquired on March 31, 2006.

      Cost of goods sold, exclusive of depreciation and amortization, as a
      percentage of sales decreased to 87.4% for the six months ended June 30,
      2007 from 88.9% for the same period in 2006. The decrease of 1.5
      percentage points was due to the impact of a higher proportion of toll
      copper sales in 2007 compared to 2006 (1.7 percentage points), higher
      customer pricing/mix (0.6 percentage points) and the favorable
      contribution of HPC sales (0.6 percentage points) partially offset by the
      increase in the average cost and selling price of copper (1.2 percentage
      points) and lower overhead absorption (0.2 percentage points).

      Selling, general and administrative expenses were $22.7 million for the
      six months ended June 30, 2007 compared to $17.6 million for the same
      period in 2006. This increase of $5.1 million was the result of $2.5
      million from the HPC acquisition on March 31, 2006, $1.0 million of
      stock-based compensation expense and $1.2 million of higher professional
      fees (primarily in the three months ended June 30) and $0.4 million of
      other cost increases. These expenses, as a percent of net sales, increased
      to 6.1% for the six months ended June 30, 2007 from 4.9% for the six
      months ended June 30, 2006, primarily from the impact of the HPC expenses,
      increased stock-based compensation and professional fee expenses in the
      2007 period and the effect of a higher proportion of tolled copper in 2007
      compared to 2006.



                                       19
<PAGE>



      Depreciation and amortization was $7.9 million for the six months ended
      June 30, 2007 compared to $6.1 million for the same period in 2006. This
      increase of $1.8 million was the result of the HPC acquisition ($1.3
      million) and higher depreciation on other property, plant and equipment
      additions ($0.5 million).

      Operating income for the six months ended June 30, 2007 was $16.6 million
      compared to $16.0 million for the 2006 period, or an increase of $0.6
      million, primarily from the contribution of the HPC acquisition. Bare Wire
      segment's operating income of $9.4 million for the 2007 period decreased
      by $1.9 million, or 16.8%, compared to $11.3 million for the comparable
      2006 period, primarily from lower sales volume and higher depreciation
      partially offset by higher customer pricing/mix. Engineered Wire
      Products-Europe operating income was $2.5 million, or an increase of $0.3
      million, from the 2006 period of $2.2 million from increased sales volume
      to all major markets. High Performance Conductors operating income was
      $6.7 million, or an increase of $3.7 million, from the 2006 period of $3.0
      million primarily after being acquired on March 31, 2006. Operating income
      in the 2007 period also decreased by $1.5 million from increased charges
      for stock-based compensation and professional fees.

      Interest expense was $4.8 million for the six months ended June 30, 2007
      compared to $6.6 million for the six months ended June 30, 2006. This
      decrease of $1.8 million was the result of the impact of lower levels of
      borrowings from improved operating cashflows, including higher accounts
      payable and a lower cost debt structure.

      Amortization of deferred financing costs was $0.3 million and $0.4 million
      for the six months ended June 30, 2007 and 2006, respectively.

      Income tax provision was $3.3 million and $3.6 million for the six months
      ended June 30, 2007 and 2006, respectively. The Company's effective tax
      rate for the six months ended June 30, 2007 was 29.0% and 39.4% for the
      six months ended June 30, 2006. The lower effective tax rate in 2007 was
      the result of efficient state tax strategies and certain changes in state
      tax laws.

      Income from continuing operations was $8.2 million and $5.6 million for
      the six months ended June 30, 2007 and 2006, respectively, or an increase
      of $2.6 million primarily from higher operating income, reduced interest
      expense and a lower effective tax rate.

      Income/(loss) from discontinued operations was $0.1 million and ($0.5)
      million for the six months ended June 30, 2007 and 2006, respectively. The
      2007 amount included a gain of $0.2 million from the sale of property,
      plant and equipment of the former Insulated Wire business. The 2006 amount
      included the results of the Insulated Wire business that was sold in July
      2006.

      As a result of the aforementioned changes, net income was $8.3 million, or
      $0.83 per basic share and $0.81 per diluted share, and $5.1 million, or
      $0.51 per basic and diluted share, for the six months ended June 30, 2007
      and 2006, respectively.

      FINANCIAL CONDITION

      At the end of the second quarter, total cash and cash equivalents were
      $1.9 million, down $1.4 million from year-end 2006. During the first six
      months of 2007, cash levels decreased throughout the period as we used
      excess cash to reduce outstanding long-term debt borrowings.

      Accounts receivable increased $20.1 million, or 20.5%, from year-end 2006.
      This increase was primarily due to the increase in sales for the
      immediately preceding period. The number of days sales outstanding
      remained constant at 52 days. The allowance for doubtful accounts as a
      percentage of accounts receivable decreased from 1.7% at December 31, 2006
      to 0.9% as of June 30, 2007 reflecting primarily the write-off of
      remaining Insulated Wire accounts deemed uncollectible against the
      allowance in the first quarter of 2007.

      Inventories of $63.3 million as of June 30, 2007 increased by $4.5 million
      from December 31, 2006. This increase was the result of an increase in
      pounds of copper held and other inventory in the Bare Wire segment ($9.0
      million) and increased inventory levels at HPC ($1.3 million), partially
      offset by an increase in the LIFO reserve ($3.0 million) and lower


                                       20
<PAGE>



      quantities in the Engineered Wire Products-Europe segment of ($2.8
      million). Inventory turns in the first six months of 2007 were comparable
      to 2006 levels.

      Accounts payable were $61.1 million as of June 30, 2007, or an increase of
      $27.6 million from December 31, 2006 levels, as trade vendor terms were
      extended from a major copper vendor, more pounds were purchased and the
      effect of the timing of payments.

      RECENTLY ISSUED ACCOUNTING STANDARDS

      In July 2006, the FASB issued Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes, - an interpretation of FASB Statement No. 109
      ("FIN 48") to be effective for fiscal years beginning after December 31,
      2006. This Interpretation adopts a two-step approach for recognizing and
      measuring tax benefits and requires certain disclosures about
      uncertainties in income tax positions. It also adopts the recognition
      threshold of "more likely than not." On January 1, 2007, the Company
      adopted the provisions of FIN 48. As a result of the implementation of FIN
      48, the Company recognized a decrease of $0.3 million to the opening
      balance of accumulated deficit. See Note 11 to the unaudited condensed
      consolidated financial statements in this Form 10-Q.

      In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
      ("SFAS No. 157"). This statement defines fair value, established a
      framework for using fair value to measure assets and liabilities and
      expands disclosures about fair value measurements. The statement applies
      whenever other pronouncements require or permit assets or liabilities to
      be measured at fair value. SFAS No. 157 is effective for the Company's
      fiscal year beginning January 1, 2008. The Company is evaluating the
      impact the adoption of SFAS No. 157 will have on the Company's financial
      statements.

      In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Liabilities -- including an amendment to FASB
      Statement No. 115 ("SFAS No. 159"). This statement permits entities to
      choose to measure many financial instruments and certain other items at
      fair value in order to mitigate volatility in reported earnings caused by
      measuring related assets and liabilities differently. SFAS No. 159 is
      effective for the Company's fiscal year beginning January 1, 2008. The
      Company is evaluating the impact the adoption of SFAS No. 159 will have on
      the Company's financial statements.

      LIQUIDITY AND CAPITAL RESOURCES

            WORKING CAPITAL AND CASH FLOWS

      Net cash provided by operating activities was $23.7 million for the six
      months ended June 30, 2007, compared to net cash provided by operating
      activities of $12.3 million for the six months ended June 30, 2006. This
      improvement of $11.4 million was the result of increased net income ($3.2
      million), non-cash stock-based compensation expense ($1.0 million),
      inventory changes ($2.8 million) and increased accounts payable ($9.1
      million), partially offset by lower accrued payroll and payroll related
      items ($3.7 million) and other, net ($1.0 million).

      Net cash used in investing activities was $11.9 million for the six months
      ended June 30, 2007, compared to $52.5 million for the six months ended
      June 30, 2006. This decrease in net cash used of $40.6 million resulted
      primarily from the acquisition of HPC for $50.0 million in the 2006
      period. In addition, capital expenditures were $9.4 million for the six
      months ended June 30, 2007 compared to $4.9 million for the six months
      ended June 30, 2006, primarily from spending for the new plant in
      Sherrill, New York of $5.3 million, including site preparation, deposits
      for equipment and installation costs. Total capital expenditures related
      to the acquisition of the Sherrill, New York facility are expected to be
      approximately $5.5 million over the remaining life of the project.
      Proceeds from the sale of property, plant and equipment and assets held
      for sale in the 2006 period were $2.1 million greater than in the 2007
      period.

      Net cash used in financing activities was $13.2 million for the six months
      ended June 30, 2007, compared to net cash provided by financing activities
      of $41.6 million for the six months ended June 30, 2006, for a decrease of
      $54.8 million. There were net repayment of borrowings of $13.3 million for
      the six months ended June 30, 2007, and net borrowings of $42.0 million
      for the HPC acquisition in the six months ended June 30, 2006.



                                       21
<PAGE>



            FINANCING ARRANGEMENTS

      The Company and its subsidiaries are party to a revolving credit facility
      with Wachovia Capital Finance Corporation (Central) (the "Revolver Credit
      Facility"). The Revolver Credit Facility provides for a $200 million
      revolver credit facility subject to borrowing availability (including a
      $25 million letter of credit facility) and matures August 22, 2011.

      The Company and its subsidiaries are party to an indenture governing the
      Notes we issued in October 2004. For a description of the terms of the
      Revolving Credit Facility and the Notes, see Note 10 to the unaudited
      condensed consolidated financial statements.

            LIQUIDITY

      We require cash for working capital, capital expenditures, debt service
      and taxes. Our working capital requirements generally increase when demand
      for our products increase or when copper, copper premiums, silver, nickel,
      tin and alloy costs increase significantly or rapidly. Currently, a $0.10
      per pound fluctuation in the price of copper will have an approximate $2.5
      million impact on our working capital. The average price of copper based
      upon COMEX increased to $3.46 per pound for the three months ended June
      30, 2007 from $3.37 per pound for the three months ended June 30, 2006.
      Copper prices continue to be volatile, and the price of copper on the
      COMEX was $3.37 per pound as of August 9, 2007.

      Our principal sources of cash are generated from operations and
      availability under our Revolver Credit Facility.

      As of June 30, 2007, we had $1.9 million of unrestricted cash and cash
      equivalents. Actual borrowings availability under our Revolver Credit
      Facility is subject to a borrowing base calculation, generally based upon
      a percentage of eligible accounts receivable, inventory and property,
      plant and equipment. As of June 30, 2007, our borrowing base was $158.1
      million and our outstanding indebtedness under the Revolver Credit
      Facility (including outstanding letters of credit) was $40.7 million,
      resulting in a remaining availability as of such date of $117.4 million.

      We expect our cash on hand, operating cash flow, together with available
      borrowings under the Revolver Credit Facility, will be sufficient to meet
      our anticipated future operating expenses, capital expenditures and debt
      service requirements for the next twelve months and the foreseeable
      future. Our ability to generate sufficient cash flow to meet our operating
      needs could be affected by general economic, financial, competitive,
      legislative, regulatory, business and other factors beyond our control.
      Any significant reduction in customer demand for our products, change in
      competitive conditions, reduction in vendor terms from our suppliers,
      increases in prices of our major material components including copper,
      silver, nickel, tin and alloy, increases in other expenses such as utility
      costs, or adverse changes in economic conditions in the U.S. or worldwide
      could impact our ability to generate sufficient cash flow to fund
      operations.

      OFF-BALANCE SHEET ARRANGEMENTS

      We have not historically utilized off-balance sheet financing arrangements
      and have no such arrangements as of June 30, 2007. However, we do finance
      the use of certain facilities and equipment under lease agreements
      provided by various institutions. Since the terms of these agreements meet
      the definition of operating lease agreements, the sum of future lease
      payments is not reflected on our consolidated balance sheets. As of June
      30, 2007, the future minimum lease payments under these arrangements
      totaled $6.8 million.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We do not ordinarily hold market risk sensitive instruments for trading
      purposes.

            INTEREST RATE RISK

      At June 30, 2007, approximately $25.2 million of $100.2 million of
      long-term debt, specifically, $25.2 million of borrowings under our
      Revolver Credit Facility, bear interest at variable rates. A hypothetical


                                       22
<PAGE>



      1% increase in variable interest rates would increase our interest rate
      expense by $0.3 million based on the debt outstanding as of June 30, 2007.
      We are not currently engaged in any hedging activities.

            FOREIGN CURRENCY RISK

      As of June 30, 2007, we had operations in Belgium, France and Italy. Our
      operations may, therefore, be subject to volatility because of currency
      fluctuations. Sales and expenses are denominated in the euro for the
      Belgium, French and Italian operations. As a result, these operations are
      subject to fluctuations in the relative value of the euro. We evaluate
      from time-to-time various currency hedging programs that could reduce the
      risk.

      In terms of foreign currency translation risk, we are exposed primarily to
      the euro. Our net foreign currency investment in foreign subsidiaries and
      affiliates translated into U.S. dollars using month-end exchange rates at
      June 30, 2007 and year-end exchange rates at December 31, 2006, was $24.5
      million and $22.0 million, respectively.

      At June 30, 2007, we had no financial instruments outstanding that were
      sensitive to changes in foreign currency rates.

            COMMODITY PRICE RISK

      The principal raw material used by us is copper, which is purchased in the
      form of 5/16-inch rod primarily from the major copper producers in North
      America, Europe and South America. Copper rod prices are based on market
      prices, which are generally established by reference to the COMEX prices,
      plus a premium charged to convert copper cathode to copper rod and deliver
      it to the required location. As a worldwide traded commodity, copper
      prices have historically been subject to fluctuations. The average price
      of copper based upon COMEX increased to $3.46 per pound for the three
      months ended June 30, 2007 from $3.37 per pound for the three months ended
      June 30, 2006. While fluctuations in the price of copper may directly
      affect the per unit prices of our products, these fluctuations have not
      had, nor are expected to have, a material impact on our profitability due
      to copper price pass-through arrangements that we have with our customers.
      These sales arrangements are based on similar variations of monthly copper
      price formulas. Use of these copper price formulas minimizes the
      differences between raw material copper costs charged to the cost of sales
      and the pass-through pricing charge to customers. However, a severe
      increase in the price of copper could negatively impact our short-term
      liquidity because of the period of time between our purchase of copper at
      an increased price and the time at which we receive cash payments after
      selling end products to customers reflecting the increased price.
      Currently, a $0.10 per pound fluctuation in the price of copper will have
      an approximate $2.5 million impact on our working capital.

      With the HPC acquisition, other raw materials used include silver and
      nickel. The cost of silver and nickel components in our products is
      generally passed-through to our customers. For the three months ended June
      30, 2007, the average price of silver increased by 9% and the average
      price of nickel increased by 141% compared to the three months ended June
      30, 2006.

ITEM 4.     CONTROLS AND PROCEDURES

            EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      Our Chief Executive Officer and Chief Financial Officer, with the
      participation of other members of management, conducted an evaluation of
      the effectiveness of the design and operation of the disclosure controls
      and procedures pursuant to Rules 13a-15(b) and 15d-15(b) under the
      Securities and Exchange Act of 1934. Based upon the evaluation and because
      of the material weaknesses described below, our officers concluded that,
      as of the end of the period covered by this report, our disclosure
      controls and procedures were not effective. Notwithstanding the material
      weaknesses discussed below, the Company's management has concluded that
      the financial statements included in this Form 10-Q fairly present in all
      material respects the Company's financial position and its results of
      operations for the periods presented in conformity with generally accepted
      accounting principles.



                                       23
<PAGE>



      As of December 31, 2005, we did not maintain effective controls over the
      evaluation and completeness of our deferred tax assets and liabilities,
      the associated valuation allowances established in previous years to
      reflect the likelihood of the recoverability of net deferred tax assets
      and the income tax provision/(benefit) for continuing and discontinued
      operations. Specifically, we did not have effective controls in place to
      identify net operating loss carryforwards and the differences between book
      and tax accounting for fixed assets, certain inventory reserves and LIFO
      inventories and certain intangibles. This material weakness resulted in a
      restatement of the Company's 2005 annual consolidated financial statements
      with respect to income taxes. In addition, this control deficiency could
      result in a material misstatement to the aforementioned accounts such as
      deferred tax assets, deferred tax liabilities, goodwill, and income tax
      provision/(benefit) that would result in a material misstatement to the
      Company's annual or interim consolidated financial statements that would
      not be prevented or detected. Accordingly, management has determined that
      this control deficiency constitutes a material weakness. This material
      weakness existed throughout 2006 and at June 30, 2007.

      As of December 31, 2006 and June 30, 2007, we did not maintain a
      sufficient number of personnel with an appropriate level of knowledge to
      adequately prepare the financial statements, which contributed to the
      following control deficiencies:

      1.    We did not have an adequate process in place to perform analysis and
      independent secondary review of complex or non-routine accounting matters,
      such as accounting for discontinued operations, certain aspects of a debt
      modification, purchase accounting transactions and stock-based
      compensation.

      2.    We did not maintain an adequate process to analyze and review
      certain accrued liabilities and related expense accounts involving
      management's judgments and estimates.

      3.    We did not maintain effective policies and procedures related to our
      financial close process to ensure that the presentation and disclosures in
      the financial statements were prepared and reviewed in a timely and
      accurate manner.

      A material weakness is a deficiency, or a combination of deficiencies, in
      internal control over financial reporting, such that there is a reasonable
      possibility that a material misstatement of the company's annual or
      interim financial statements will not be prevented or detected on a timely
      basis. These control deficiencies, either individually or in the
      aggregate, could result in material misstatements to annual or interim
      financial statements that would not be prevented or detected. Accordingly,
      management determined that these control deficiencies combined constituted
      a material weakness.

      REMEDIATION PLAN

      Our remediation plan for the deferred tax accounting weakness included a
      special project in which we staffed qualified outside tax and accounting
      consultants, beginning in the second quarter of 2006, to fully assess the
      material weakness. Management also obtained internal and external
      resources for the preparation of the 2006 and 2007 quarter-end and
      year-end closings. The initial phase of the remediation plans has resulted
      in the restatement of the 2005 annual consolidated financial statements as
      more fully described in Amendment No. 1 to the Form 10-K for December 31,
      2005 in Note 1A. We continue to strengthen our controls over income tax
      accounting with additional internal accounting and external resources
      through and including the preparation of the 2006 and 2007 income tax
      provision and related footnote disclosures. To remediate the control
      weakness related to personnel, management has hired a Manager of Financial
      Reporting who possesses the technical qualifications to properly account
      for both non-routine and routine transactions. Management has additionally
      hired a Manager of Internal Audit/SOX to assist management in the proper
      implementation of adequate disclosure controls. Management, with the
      assistance of the Manager of Internal Audit/SOX, has developed, and will
      continue to develop, detailed control remediation steps for each of the
      deficiencies noted above and has begun implementation of those steps.
      Management has conducted an analysis of the current financial reporting
      staff and validated that the roles and responsibilities have been properly
      allocated and assessed the potential need for additional resources.
      Management is in the process of obtaining those resources deemed
      necessary.

            CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING



                                       24
<PAGE>



      Except as otherwise discussed above, there were no changes in our internal
      control over financial reporting that occurred during the period covered
      by this Quarterly Report on Form 10-Q that have materially affected, or
      are reasonably likely to materially affect, our internal control over
      financial reporting.

PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      During the three months ended June 30, 2007, there have been no material
      developments in the Company's legal proceedings. For more detailed
      information, see the disclosures provided in Note 14 to the unaudited
      condensed consolidated financial statements in this Form 10-Q and Note 18
      to our Consolidated Financial Statements and in "Item 3-Legal Proceedings"
      set forth in our 2006 Form 10-K.

ITEM 1A.    RISK FACTORS

      In addition to the other information set forth in this report, you should
      carefully consider the factors discussed in Part I, Item 1A, "Risk
      Factors" in our 2006 Form 10-K for the year ended December 31, 2006, which
      could materially affect our business, financial condition or future
      results. The Risk Factors included in our 2006 Form 10-K have not
      materially changed. The risks described in our 2006 Form 10-K are not the
      only risks we face. Additional risks and uncertainties not currently known
      to us or that we currently deem to be immaterial also may materially
      adversely affect our business, financial condition and/or operating
      results.

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

      Our Annual Meeting of Stockholders was held on June 7, 2007. At the Annual
      Meeting, stockholders voted on two matters and each matter was approved.
      The number of shares voted with respect to each matter required to be
      reported herein are as follows:

      1.    Election of Directors


            Rodney D. Kent                      For: 8,174,946       Withheld: 0
            Mark K. Holdsworth                  For: 8,174,946       Withheld: 0
            William Lane Pennington             For: 8,174,946       Withheld: 0
            Peter Blum                          For: 8,174,946       Withheld: 0
            David M. Gilchrist, Jr.             For: 8,174,946       Withheld: 0
            Robert A. Hamwee                    For: 8,174,946       Withheld: 0
            Lowell W. Robinson                  For: 8,174,946       Withheld: 0
            John T. Walsh                       For: 8,174,946       Withheld: 0

      2.    Ratification of the Audit Committee's selection of Deloitte & Touche
      LLP as our independent registered public accounting firm.

      For: 8,174,946      Against: 0      Abstain: 0

ITEM 5.     OTHER INFORMATION

      None.



                                       25
<PAGE>



ITEM 6.     EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION
-----------    -----------------------------------------------------------------

10.1           Letter agreement regarding Amended and Restated Registration
               Rights Agreement, dated April 24, 2007, among International Wire
               Group, Inc., GSCP (NJ), Inc., Special Value Absolute Return Fund,
               LLC and Special Value Opportunities Fund, LLC (filed as Exhibit
               10.1 to the Company's Current Report on Form 8-K filed April 27,
               2007, and incorporated herein by reference).

31.1           Certification of Principal Executive Officer Required by Rule
               13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2           Certification of Principal Financial Officer Required by Rule
               13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1           Certification of Principal Executive Officer Required by Rule
               13a-14(b) of the Securities Exchange Act of 1934, as amended, and
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

32.2           Certification of Principal Financial Officer Required by Rule
               13a-14(b) of the Securities Exchange Act of 1934, as amended, and
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.


















                                       26
<PAGE>



                                   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 hereunto duly authorized.


                                      INTERNATIONAL WIRE GROUP, INC.

Dated: August 10, 2007                By:      /s/  GLENN J.  HOLLER
                                               ---------------------------------
                                      Name:    Glenn J.  Holler
                                      title:   Senior Vice President, Chief
                                               Financial Officer (Principal
                                               Financial and Accounting Officer)
                                               and Secretary


















                                       27
<PAGE>



                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
-----------    -----------------------------------------------------------------

10.1           Letter agreement regarding Amended and Restated Registration
               Rights Agreement, dated April 24, 2007, among International Wire
               Group, Inc., GSCP (NJ), Inc., Special Value Absolute Return Fund,
               LLC and Special Value Opportunities Fund, LLC (filed as Exhibit
               10.1 to the Company's Current Report on Form 8-K filed April 27,
               2007, and incorporated herein by reference).

31.1           Certification of Principal Executive Officer Required by Rule
               13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2           Certification of Principal Financial Officer Required by Rule
               13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1           Certification of Principal Executive Officer Required by Rule
               13a-14(b) of the Securities Exchange Act of 1934, as amended, and
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

32.2           Certification of Principal Financial Officer Required by Rule
               13a-14(b) of the Securities Exchange Act of 1934, as amended, and
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

























                                       28