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 September 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
       incorporation or organization)                       No.)

       12 MASONIC AVENUE, CAMDEN, NY                        13316
  (Address of principal executive offices)               (Zip Code)

                                 (315) 245-3800
              (Registrant's telephone number, including area code)

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

                                YES [X] NO [_]

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

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:


<PAGE>



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 October 31, 2007, there
were 9,951,002 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....24

      ITEM 4. CONTROLS AND PROCEDURES.......................................25

PART II. - OTHER INFORMATION................................................27

      ITEM 1. LEGAL PROCEEDINGS.............................................27

      ITEM 1A. RISK FACTORS.................................................27

      ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
               PROCEEDS.....................................................27

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................27

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........28

      ITEM 5. OTHER INFORMATION.............................................28

      ITEM 6. EXHIBITS......................................................28

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

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

Certification of Principal Executive Officer................................33

Certification of Principal Financial Officer................................34






                                       i

<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                  SEPTEMBER    DECEMBER
                                                                      30,         31,
                                                                     2007        2006
                                                                  ---------   ---------
<S>                                                               <C>         <C>
                                                                    (IN THOUSANDS, EXCEPT
                                                                       FOR SHARE DATA)
                                     ASSETS
Current assets:
   Cash and cash equivalents ..................................   $   3,047   $   3,315
   Accounts receivable, less allowance of $1,214 and $1,738 ...     114,708      97,896
   Inventories ................................................      68,023      58,808
   Prepaid expenses and other .................................       6,922       7,135
   Deferred income taxes ......................................      15,396      16,701
                                                                  ---------   ---------
      Total current assets ....................................     208,096     183,855
Property, plant and equipment, net ............................     107,883     103,889
Goodwill ......................................................      62,148      62,148
Identifiable intangibles, net .................................      16,825      18,369
Deferred financing costs, net .................................       2,480       2,955
Restricted cash ...............................................       1,499       1,559
Other assets ..................................................       3,570       2,790
                                                                  ---------   ---------
      Total assets ............................................   $ 402,501   $ 375,565
                                                                  =========   =========



                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt .......................   $    --     $     535
   Accounts payable and other .................................      51,356      33,513
   Accrued and other liabilities ..............................      16,409      14,264
   Accrued payroll and payroll related items ..................       9,048      10,401
   Customers' deposits ........................................      13,331      12,086
   Accrued income taxes .......................................       1,851       1,011
   Accrued interest ...........................................       3,726       1,847
                                                                  ---------   ---------
      Total current liabilities ...............................      95,721      73,657
Long-term debt, less current maturities .......................     102,892     113,020
Other long-term liabilities ...................................       7,746       4,029
Deferred income taxes .........................................      12,103      13,602
                                                                  ---------   ---------
      Total liabilities .......................................     218,462     204,308
                                                                  ---------   ---------

Stockholders' equity:
   Common stock, $.01 par value, 20,000,000 shares authorized,
      10,021,002 and 10,000,002 shares issued .................         100         100
   Contributed capital ........................................     184,201     181,566
   Accumulated deficit ........................................      (1,530)    (11,573)
   Treasury stock at cost, 84,000 shares at September 30, 2007.      (1,725)       --
   Accumulated other comprehensive income .....................       2,993       1,164

                                                                  ---------   ---------
      Total stockholders' equity ..............................     184,039     171,257
                                                                  ---------   ---------
      Total liabilities and stockholders' equity ..............   $ 402,501   $ 375,565
                                                                  =========   =========
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       1
<PAGE>



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

<TABLE>
<CAPTION>
                                            FOR THE THREE MONTHS          FOR THE NINE MONTHS
                                                    ENDED                        ENDED
                                        ----------------------------    ----------------------------
                                         SEPTEMBER       SEPTEMBER      SEPTEMBER     SEPTEMBER
                                            30,             30,             30,             30,
                                            2007            2006            2007            2006
                                        ------------    ------------    ------------    ------------
                                            (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<S>                                     <C>             <C>             <C>             <C>
Net sales ...........................   $    179,994    $    206,372    $    554,149    $    565,012

Operating expenses:
Cost of goods sold, exclusive of
   depreciation and amortization
   expense shown below ..............        156,453         182,031         483,393         500,962
Selling, general and administrative
   expenses .........................         10,745          11,575          33,462          29,224
Depreciation ........................          3,286           3,471           9,565           7,930
Amortization ........................            734             864           2,354           2,513
Gain on sale of property, plant and
   equipment ........................           (497)             (8)           (491)             (8)
                                        ------------    ------------    ------------    ------------

Operating income ....................          9,273           8,439          25,866          24,391

Other income/(expense):
   Interest expense .................         (2,592)         (3,623)         (7,424)        (10,257)
   Amortization of deferred financing
      costs .........................           (159)           (654)           (477)           (993)
   Other, net .......................            (21)           (134)            (13)            105
                                        ------------    ------------    ------------    ------------

Income from continuing operations
   before income tax provision ......          6,501           4,028          17,952          13,246
Income tax provision ................          1,902             377           5,219           3,974
                                        ------------    ------------    ------------    ------------
Income from continuing operations ...          4,599           3,651          12,733           9,272

Income/(loss) from discontinued
   operations, net of income tax
   provision/(benefit) of ($505),
   $178, ($440) and ($86) ...........            492             294             632            (202)
                                        ------------    ------------    ------------    ------------

Net income ..........................   $      5,091    $      3,945    $     13,365    $      9,070
                                        ============    ============    ============    ============

Basic net income per share:
   Income from continuing operations.   $       0.46    $       0.36    $       1.27    $       0.93
   Income/(loss) from discontinued
      operations ....................           0.05            0.03            0.06           (0.02)
                                        ------------    ------------    ------------    ------------
   Net income .......................   $       0.51    $       0.39    $       1.33    $       0.91
                                        ============    ============    ============    ============

Diluted net income per share:
   Income from continuing operations.   $       0.45    $       0.36    $       1.25    $       0.93
   Income/(loss) from discontinued
      operations ....................           0.05            0.03            0.06           (0.02)
                                        ------------    ------------    ------------    ------------
   Net income .......................   $       0.50    $       0.39    $       1.31    $       0.91
                                        ============    ============    ============    ============

Weighted average basic shares
   outstanding ......................      9,992,606      10,000,002       9,997,986      10,000,002
Weighted average diluted shares
   outstanding ......................     10,237,647      10,006,418      10,187,582      10,002,866
</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 NINE MONTHS
                                                                 ENDED
                                                        -----------------------
                                                        SEPTEMBER     SEPTEMBER
                                                        30, 2007      30, 2006
                                                        ---------     ---------
                                                            (IN THOUSANDS)
<S>                                                     <C>           <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
   Net income ......................................    $  13,365     $   9,070
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation .................................        9,565         8,734
      Amortization .................................        2,354         2,844
      Amortization of deferred financing costs.. ...          477           993
      Stock-based compensation expense .............        2,351         1,562
      Gain on sale of property, plant and
         equipment .................................         (740)         (447)
      Gain on sale of businesses ...................         --            (280)
      Deferred income taxes ........................          122         2,738
      Change in operating assets and
         liabilities, net of acquisitions and
         divestitures:
         Accounts receivable .......................      (15,476)      (18,807)
         Inventories ...............................       (8,603)      (11,863)
         Prepaid expenses and other assets .........       (1,547)       (1,881)
         Accounts payable and other ................       20,216        19,906
         Accrued and other liabilities .............        1,717         3,484
         Accrued payroll and payroll related
           items ...................................       (1,502)          779
         Customers' deposits .......................        1,245           256
         Accrued interest ..........................        1,879         1,599
         Accrued income taxes ......................          815           485
         Other long-term liabilities ...............          (45)           (8)
                                                        ---------     ---------
           Net cash provided by operating ..........       26,193        19,164
              activities
                                                        ---------     ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
      Capital expenditures .........................      (14,610)       (7,643)
      Proceeds from sale of property, plant and
         equipment .................................        2,929         1,191
      Restricted cash ..............................           60           345
      Proceeds from sale of businesses .............         --          36,123
      Acquisition of Phelps Dodge High
         Performance Conductors of SC&GA, Inc.,
         net of $45 cash acquired ..................       (3,000)      (52,143)
                                                        ---------     ---------
           Net cash used in investing activities ...      (14,621)      (22,127)
                                                        ---------     ---------
CASH FLOWS USED IN FINANCING ACTIVITIES:
         Borrowings of long-term obligations .......      274,703       350,958
         Repayment of long-term borrowings .........     (285,366)     (350,424)
         Repurchase of common stock ................       (1,725)         --
         Proceeds from the issuance of common
           stock ...................................          280          --
         Financing fees ............................           (2)       (1,443)
                                                        ---------     ---------
           Net cash used in financing activities ...      (12,110)         (909)
                                                        ---------     ---------
Effects of exchange rate changes on cash and
   cash equivalents ................................          270           377
                                                        ---------     ---------
           Net change in cash and cash
              equivalents ..........................         (268)       (3,495)

Cash and cash equivalents at beginning of the
   period ..........................................        3,315         5,422
                                                        ---------     ---------
Cash and cash equivalents at end of the period.. ...    $   3,047     $   1,927
                                                        =========     =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid ......................................    $   5,545     $   9,553
                                                        =========     =========
Net taxes paid (including taxes refunded of
   $129 in 2006) ...................................    $   3,331     $     711
                                                        =========     =========
Amount included in accounts payable and other
   for capital expenditures ........................    $     518     $    --
                                                        =========     =========
</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 nine months ended September 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 September 30, 2007 and December 31, 2006,
      the Company had net cash book overdrafts of $1,541 and $0, respectively.

      Immaterial restatement - On January 1, 2007, the Company adopted the
      provisions of FIN 48, which resulted in adjustment of its liability for
      unrecognized tax benefits, deferred income tax assets and the January 1,
      2007 balance of accumulated deficit. During the quarter ended September
      30, 2007, the Company determined that it had understated the liability for
      unrecognized tax benefits that was recorded upon adoption of FIN 48.
      Accordingly, the Company has restated the financial statements to correct
      this error by increasing the liability for unrecognized tax benefits and
      the balance of accumulated deficit as of January 1, 2007 by $3,670. This
      error was considered immaterial to the Company's consolidated financial
      statements and had no effect on its consolidated results of operations or
      cash flows.

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, the Company purchased the copper inventory held on
      consignment by HPC from PD for $5,057. In addition, pursuant to the
      Purchase Agreement, there was a contingency payment capped at $3,000 based


                                       4
<PAGE>



      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 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:


       Purchase of common stock and estimated working capital
          adjustment at closing ........................................ $43,676
       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.............  (3,065)
      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 nine months ended September 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


                                       5
<PAGE>



      financial position that would have occurred if the acquisition had been
      consummated at the beginning of the period presented:


                                                  PRO FORMA
                                                  FOR THE
                                                     NINE
                                                  MONTHS
                                                    ENDED
                                                  SEPTEMBER
                                                     30,
                                                    2006
                                                  ---------
            Net sales...........................   $591,906
            Income from continuing operations...     10,295
            Net income..........................     10,093
            Basic and diluted net income per
               share............................       1.01

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 an increase of $3,322 to
      the opening balance of accumulated deficit. See Note 1.

      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:

                                                      SEPTEMBER     DECEMBER
                                                         30,          31,
                                                         2007         2006
                                                       -------      -------
         Raw materials..............................   $19,083      $16,960

         Work-in-process ...........................    16,593       13,827

         Finished goods ............................    32,347       28,021
                                                       -------      -------
            Total inventories.......................   $68,023      $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,


                                       6
<PAGE>



      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. Had all
      inventories been valued using the FIFO cost method, inventories would have
      been $39,978 and $37,245 higher as of September 30, 2007 and December 31,
      2006, respectively.

5.    SALE OF TEXAS FACILITY

      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 were classified as "held for sale"
      at June 30, 2007. These assets were reported within the Bare Wire segment
      and consisted of real property. The property was sold on August 2, 2007
      for $2,350. A net gain on the sale of $441 was recorded in the third
      quarter of fiscal 2007.

6.    GOODWILL AND INTANGIBLE ASSETS

      The carrying amounts of goodwill are as follows:

                                                           SEPTEMBER   DECEMBER
                                                               30,        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 September 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:


                                  SEPTEMBER 30, 2007       DECEMBER 31, 2006
                                  -------------------     -------------------
                                            ACCUMULATED             ACCUMULATED
                                    COST   AMORTIZATION     COST   AMORTIZATION
                                  -------     -------     -------     -------
     Customer contracts and ..... $ 9,534     $ 1,877     $ 9,534     $ 1,400
        relationships
     Trade names and
        trademarks ..............  10,568       1,531      10,568       1,135
     Leases .....................   2,671       2,626       2,671       1,958
     Alloys .....................      92           6          92           3
                                  -------     -------     -------     -------
           Total identifiable
              intangibles ....... $22,865     $ 6,040     $22,865     $ 4,496
                                  =======     =======     =======     =======


      Amortization expense for the nine months ended September 30, 2007 and
      September 30, 2006 was $1,544 and $1,539, respectively. Amortization
      expense for identifiable intangibles for the next five fiscal years and
      thereafter is as follows:

                                                                  AMOUNT
                                                                  ------
               2007 (remaining three months).................... $   339
               2008.............................................   1,169
               2009.............................................   1,169
               2010.............................................   1,169
               2011.............................................   1,169
               Thereafter.......................................  11,810

7.    STOCK OPTION PLANS AND COMPENSATION EXPENSE



                                       7
<PAGE>



      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 nine-month periods ended
      September 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.

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

                                               NINE MONTHS ENDED
                                     ---------------------------------------
                                     SEPTEMBER 30, 2007   SEPTEMBER 30, 2006
      Stock Options and Awards:
      Expected life.................       6 years             6 years
      Expected volatility...........        50.0%               58.0%
      Dividend yield................          0%                 0%
      Risk-free interest rate.......         4.2%               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 nine months ended September 30, 2007 is
      summarized as follows:

                                                 WEIGHTED    WEIGHTED
                                                 AVERAGE     AVERAGE   AGGREGATE
                                    OPTIONS      EXERCISE   REMAINING  INTRINSIC
                                  OUTSTANDING     PRICE   TERM IN YEARS  VALUE
                                  -----------     -----   -------------  -----

Outstanding at January 1, 2007....  1,114,300    $ 15.03

Granted ..........................     42,000    $ 21.86

Exercised ........................    (21,000)   $ 14.05
                                   ----------
Outstanding at September 30,
 2007 ............................  1,135,300    $ 15.30       8.9    $ 6,184
                                   ==========
Vested or expected to vest at
 September 30, 2007 ..............  1,078,535    $ 15.30       8.9    $ 5,875
                                   ==========
Exercisable at September 30,
 2007 ............................    652,867    $ 14.93       8.6    $ 3,801
                                   ==========

      The Company recorded stock-based compensation expense of $786, $1,018,
      $2,351 and $1,562 for the three and nine months ended September 30, 2007
      and 2006, respectively. As of September 30, 2007, the Company had total
      unrecognized compensation costs of $1,464 which will be recognized as
      compensation expense over a weighted average period of 1.5 years. The
      Company estimates a 5% forfeiture rate in recording stock-based
      compensation expense. As of September 30, 2007, 16,000 stock option awards
      have been exercised under the 2006 Management Stock Option Plan, no stock
      option awards have been exercised under the 2006 Stock Option Plan for
      Non-Employee Directors, and 5,000 stock option awards 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.    STOCK REPURCHASE PROGRAM

      On September 4, 2007, the Company announced that its Board of Directors
      approved a stock repurchase program whereby the Company was authorized to
      repurchase $3,700 of its common stock through open market or privately
      negotiated transactions from time to time. The share repurchase program
      may be increased in the future or suspended or terminated at any time. The


                                       8
<PAGE>



      funding for the stock repurchases will be from the Company's operating
      cash flow and/or borrowings under its Revolver Credit Facility.

      During the third quarter of 2007, the Company repurchased 84,000 shares
      pursuant to this repurchase program for an aggregate cost, including
      broker commissions, of $1,725, or at an average price of $20.53 per share.
      At September 30, 2007, the Company has 84,000 shares of repurchased stock
      which is reported as treasury stock and as a reduction of stockholders'
      equity.


9.    COMPREHENSIVE INCOME

      Comprehensive income is comprised of:

                                     FOR THE THREE            FOR THE NINE
                                     MONTHS ENDED             MONTHS ENDED
                                 ---------------------    ---------------------
                                 SEPTEMBER   SEPTEMBER    SEPTEMBER   SEPTEMBER
                                    30,         30,          30,         30,
                                    2007        2006         2007        2006
                                  -------     -------      -------     -------
Net income ....................   $ 5,091     $ 3,945      $13,365     $ 9,070
Foreign currency translation
   adjustment .................     1,350        (473)       1,829       1,571
                                  -------     -------      -------     -------
   Total comprehensive income..   $ 6,441     $ 3,472      $15,194     $10,641
                                  =======     =======      =======     =======


10.   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:

                                       FOR THE THREE             FOR THE NINE
                                       MONTHS ENDED              MONTHS ENDED
                               -----------------------   -----------------------
                               SEPTEMBER    SEPTEMBER    SEPTEMBER    SEPTEMBER
                                   30,          30,          30,          30,
                                  2007         2006         2007         2006
                               ----------   ----------   ----------   ----------
Weighted average shares
   outstanding-basic........    9,992,606   10,000,002    9,997,986   10,000,002
Dilutive effect of
   stock options ...........      245,041        6,416      189,596        2,864
                               ----------   ----------   ----------   ----------
Weighted average
   shares
   outstanding-dilutive ....   10,237,647   10,006,418   10,187,582   10,002,866
                               ==========   ==========   ==========   ==========


      Weighted average shares outstanding for the three month periods ended
      September 30, 2007 and 2006 exclude 55,304 and 1,041,300 options, because
      they are anti-dilutive under the treasury stock method. Weighted average
      shares outstanding for the nine month periods ended September 30, 2007 and
      2006 exclude 50,462, and 578,500 options, because they are anti-dilutive
      under the treasury stock method.

11.   LONG-TERM DEBT

      The composition of long-term debt is as follows:

                                                         SEPTEMBER      DECEMBER
                                                            30,            31,
                                                           2007           2006
                                                         --------       --------
Senior Revolver Credit Facility ..................       $ 27,892       $ 38,020
10% Secured Senior Subordinated Notes ............         75,000         75,000


                                       9
<PAGE>



Other ............................................           --              535
                                                         --------       --------
Total long-term debt .............................        102,892        113,555
Less current maturities ..........................           --              535
                                                         --------       --------
Long-term portion of long-term debt ..............       $102,892       $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 September 30, 2007, letters of credit in the amount of
      $15,472 were outstanding and $27,892 was drawn under the Revolver Credit
      Facility. Availability under the Revolver Credit Facility was $112,423 as
      of September 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,
      engage in mergers, pledge assets as collateral, repurchase, redeem or
      acquire its common stock subject to a $5,000 limit, 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.

      On October 26, 2007, the Company amended the Revolver Credit Facility,
      such that the Company was made an additional Borrower (as defined in the
      amendment documents).

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

      The Company may prepay the loans or reduce the commitments under its
      Revolver Credit Facility in a minimum amount of $5,000 and additional
      integral amounts in multiples of $1,000 in respect of the Revolver Credit


                                       10
<PAGE>



      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.


12.   INCOME TAXES

      During the third quarter, the 2007 annual effective tax rate was increased
      to 32.7%, exclusive of discrete items for the nine months ended September
      30, 2007, due to changes in certain estimates used to calculate the annual
      effective tax rate.

      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 $4,577, which is included in "Other long-term
      liabilities." As a result of the adoption of FIN 48, the Company
      recognized an increase in the liability for unrecognized tax benefits, net
      of deferred income taxes, as of January 1, 2007 with a corresponding
      increase in the Company's accumulated deficit totaling $3,322.

      As of September 30, 2007, the Company's liability for unrecognized tax
      benefits totaled $4,754, which includes interest and penalties. The total
      unrecognized tax benefits balance at September 30, 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 due to the Company's net
      operating loss carryforwards.

13.   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.


                                       11
<PAGE>



      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
                                     ---------    ------    ----------   ---------   ------------    -----
NET SALES
<S>                                 <C>         <C>         <C>         <C>          <C>          <C>
     Three months ended
         September 30, 2007......   $ 135,071   $  15,757   $  29,786   $    --      $    (620)   $ 179,994
     Three months ended
         September 30, 2006......     166,356      12,801      27,263        --            (48)     206,372
     Nine months ended
         September 30, 2007......     413,651      49,794      92,189        --         (1,485)     554,149
     Nine months ended
         September 30, 2006......     469,275      39,739      56,291        --           (293)     565,012

OPERATING INCOME/(LOSS)
     Three months ended
         September 30, 2007......       5,548         959       3,554        (788)        --          9,273
     Three months ended
         September 30, 2006......       5,429       1,107       2,923      (1,020)        --          8,439
     Nine months ended
         September 30, 2007......      14,965       3,483      10,275      (2,857)        --         25,866
     Nine months ended
         September 30, 2006......      16,749       3,326       5,885      (1,569)        --         24,391

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

TOTAL ASSETS
     September 30, 2007 .........     268,843      43,837      67,460      32,695      (10,334)     402,501
     December 31, 2006 ..........     247,778      40,115      62,863      32,161       (7,352)     375,565

</TABLE>

      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 NINE
                              MONTHS ENDED                  MONTHS ENDED
                      ---------------------------   ---------------------------
                      SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                           2007           2006           2007           2006
                         --------       --------       --------       --------
United States .......    $163,121       $189,091       $499,839       $515,957
Europe ..............      16,873         17,281         54,310         49,055
                         --------       --------       --------       --------
     Total ..........    $179,994       $206,372       $554,149       $565,012
                         ========       ========       ========       ========


                                       12
<PAGE>

      The following table presents property, plant and equipment, net, by
      geographic region based on the location of the asset:

                                     SEPTEMBER 30,    DECEMBER 31,
                                          2007           2006
                                        --------       --------
United States ........................  $ 97,519       $ 94,568
Europe ...............................    10,364          9,321
                                        --------       --------

     Total ...........................  $107,883       $103,889
                                        ========       ========


14.   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 $3,486 and $7,866 for the three months ended September 30, 2007
      and 2006, respectively, and $13,059 and $19,144 for the nine months ended
      September 30, 2007 and 2006, respectively. The outstanding trade
      receivables were $2,533 and $2,564 at September 30, 2007 and December 31,
      2006, respectively. The Company incurred scrap conversion costs from Prime
      of $37 and $0 for the three months ended September 30, 2007 and 2006,
      respectively, and $451 and $0 for the nine months ended September 30, 2007
      and 2006, respectively. There were no outstanding trade payables at both
      September 30, 2007 and December 31, 2006. Sales to and purchases from
      Prime were made at terms comparable to those of other companies in the
      industry.

15.   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
      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


                                       13
<PAGE>



      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 September 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 nine months ended September 30, 2007:
     New uninsured claims ............................         110        1,974
     Resolved uninsured claims .......................        (297)      (3,755)
                                                           -------      -------
As of September 30, 2007 .............................         110      $ 2,400
                                                           =======      =======


      For the periods prior to April 1, 2002, the Company's product liability
      coverage is in excess of the insured claims outstanding. As of September
      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 September 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 September 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         FOR
                                                     NINE MONTHS     THE YEAR
                                                        ENDED         ENDED
                                                     SEPTEMBER 30,  DECEMBER 31,
                                                         2007          2006
                                                      ----------    ----------
      Aggregate settlement costs ..................      $109          $482

      Cost of administering and litigating ........      $110          $215

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

      The Company had a reserve of $1,031 and $1,250 as of September 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


                                       14
<PAGE>



      information concerning the Company's possible or assumed future results of
      operations, business strategies, financing plans, competitive position,
      potential growth opportunities, 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 September 30, 2007, we manufacture and distribute our products at 15
      facilities located in the United States, Belgium, France and Italy. For
      the period ended September 30, 2007, we operated our business in the
      following three segments:

         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

                                       15
<PAGE>



         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 nine months of 2007, North
            American automotive industry production volumes decreased 3.4%
            compared to the same period for 2006.

         o  Additional demand factors for the High Performance Conductors
            segment include commercial aircraft build rates; military defense,
            aircraft and electronics deliveries; industrial process and control
            equipment demand; and medical electronics and device market demand.
            Deliveries of large aircraft continued to increase during the first
            nine months of 2007 driven predominately by Boeing. The demand for
            industrial products was driven by projects in the chemical and
            energy processing segment. Medical products demand continues to be
            driven by the increase in preventive treatments and minimally
            invasive procedures as well as rapid technology 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.

      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 remained consistent
      with 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") decreased to $3.48 per pound
      for the three months ended September 30, 2007 from $3.54 per pound for the
      three months ended September 30, 2006, or 2%. We attempt, where possible,
      to minimize the impact of these copper price 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 $2.7 million impact on our


                                       16
<PAGE>



      working capital. Increased working capital requirements cause us to
      increase our borrowings, which increases our interest expense.

      Copper prices continue to fluctuate. The average copper price for the nine
      months ended September 30, 2007 of $3.21 per pound was higher than the
      COMEX price of $2.85 as of December 31, 2006. The price of copper on the
      COMEX was $3.11 per pound on November 12, 2007.

      Tin is also a component in our products in the Bare Wire and HPC segments.
      For the three months ended September 30, 2007, the average price of tin
      increased by 70% compared to the three months ended September 30, 2006.
      The HPC segment also uses silver and nickel. For the three months ended
      September 30, 2007, the average price of silver increased by 9% and the
      average price of nickel increased by 4% compared to the three months ended
      September 30, 2006. The cost of silver, nickel and tin is generally
      passed-through to our customers through a variety of pricing mechanisms.

      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.

      STOCK REPURCHASE PROGRAM

      On September 4, 2007, the Company announced that its Board of Directors
      approved a stock repurchase program whereby the Company was authorized to
      repurchase $3.7 million of its common stock through open market or
      privately negotiated transactions from time to time. The share repurchase
      program may be increased in the future or suspended or terminated at any
      time. The funding for the stock repurchases will be from the Company's
      operating cash flow and/or borrowings under its Revolver Credit Facility.
      Through the end of the third quarter of 2007, the Company has repurchased
      84,000 shares of common stock at an aggregate cost, including broker
      commissions, of $1.7 million, resulting in an average purchase price of
      $20.53 per share.















                                       17
<PAGE>

      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 former insulated wire business is included in
      discontinued operations.

<TABLE>
<CAPTION>
                                                       FOR THE THREE MONTHS ENDED                  FOR THE NINE MONTHS ENDED
                                                ---------------------------------------    ----------------------------------------
                                                   SEPTEMBER 30,         SEPTEMBER 30,         SEPTEMBER 30,         SEPTEMBER 30,
                                                       2007                  2006                  2007                  2006
                                                -----------------    ------------------    ------------------    ------------------
<S>                                             <C>         <C>      <C>          <C>      <C>          <C>      <C>          <C>
Net sales....................................   $ 180.0     100.0%   $  206.4     100.0%   $  554.1     100.0%   $  565.0     100.0%
Operating expenses:
Cost of goods sold,
     exclusive of
     depreciation and
     amortization expense
     shown below ............................     156.5      86.9       182.0      88.2       483.4      87.2       501.0      88.7
Selling, general and
     administrative
     expenses ...............................      10.7       5.9        11.6       5.6        33.5       6.0        29.2       5.2
Depreciation and
     amortization ...........................       4.0       2.2         4.4       2.1        11.9       2.1        10.4       1.8
(Gain) on sale of
property, plant, and
equipment ...................................      (0.5)     (0.2)        0.0       0.0        (0.6)     (0.0)        0.0       0.0
                                                -------   -------    --------   -------    --------   -------    --------   -------
Operating income ............................       9.3       5.2         8.4       4.1        25.9       4.7        24.4       4.3
Other income/(expense):
     Interest expense .......................      (2.6)     (1.4)       (3.6)     (1.7)       (7.4)     (1.3)      (10.2)     (1.8)
     Amortization of
         deferred
         financing costs ....................      (0.2)     (0.2)       (0.7)     (0.3)       (0.5)     (0.1)       (1.0)     (0.2)
     Other, net .............................       0.0       0.0        (0.1)     (0.2)       (0.1)     (0.1)        0.1       0.0
                                                -------   -------    --------   -------    --------   -------    --------   -------
Income from continuing
     operations before
     income tax provision.. .................       6.5       3.6         4.0       1.9        17.9       3.2        13.3       2.3
Income tax provision ........................       1.9       1.0         0.4       0.2         5.2       0.9         4.0       0.7
                                                -------   -------    --------   -------    --------   -------    --------   -------
Income from continuing
     operations .............................       4.6       2.6         3.6       1.7        12.7       2.3         9.3       1.6
Income/(loss) from
     discontinued
     operations .............................       0.5       0.2         0.3       0.2         0.7       0.1        (0.2)     (0.0)
                                                -------   -------    --------   -------    --------   -------    --------   -------
Net income.................................     $   5.1       2.8%   $    3.9       1.9%   $   13.4       2.4%   $    9.1       1.6%
                                                =======   =======    ========   =======    ========   =======    ========   =======
</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 NINE MONTHS ENDED
                                            ----------------------------------------     ----------------------------------------
                                              SEPTEMBER 30,          SEPTEMBER 30,         SEPTEMBER 30,          SEPTEMBER 30,
                                                   2007                   2006                  2007                   2006
                                            -----------------      -----------------     -----------------      -----------------
<S>                                         <C>           <C>      <C>           <C>     <C>           <C>      <C>           <C>
Net sales:
     Bare Wire ...........................  $  135.1      75%      $  166.4      81%     $  413.6      75%      $  469.3      83%
     Engineered Wire
         Products -
         Europe ..........................      15.7       9           12.8       6          49.8       9           39.7       7
     High Performance
         Conductors ......................      29.8      17           27.3      13          92.2      16           56.3      10
     Eliminations ........................      (0.6)     (1)          (0.1)   --            (1.5)     --           (0.3)     --
                                            --------    ----       --------    ----      --------    ----       --------    ----
         Total ...........................  $  180.0     100%      $  206.4     100%     $  554.1     100%      $  565.0     100%
                                            ========    ====       ========    ====      ========    ====       ========    ====
Operating income:
     Bare Wire............................  $    5.5      55%      $    5.4      57%     $   15.0      52%      $   16.8      65%
     Engineered Wire
         Products -
         Europe ..........................       1.0      10            1.1      12           3.5      12            3.3      13
     High Performance
         Conductors ......................       3.6      35            2.9      31          10.2      36            5.9      22
                                            --------    ----       --------    ----      --------    ----       --------    ----

         Subtotal.........................      10.1     100%           9.4     100%         28.7     100%          26.0     100%
                                                        ====                   ====                  ====                   ====
     Corporate............................      (0.8)                  (1.0)                 (2.8)                  (1.6)
                                            --------               --------              --------               --------
         Total............................  $    9.3               $    8.4              $   25.9               $   24.4
                                            ========               ========              ========               ========
</TABLE>


                                       18
<PAGE>



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

      Net sales were $180.0 million and $206.4 million for the three months
      ended September 30, 2007 and 2006, respectively. Sales for the three
      months ended September 30, 2007 were $26.4 million, or 12.8%, 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 ($31.7
      million) and a decrease in the average cost and selling price of copper
      ($0.1 million). These factors were partially offset by higher volume ($2.5
      million), higher customer pricing/mix ($1.9 million) and the impact of a
      stronger euro versus the U.S. dollar ($1.0 million). The average price of
      copper based upon COMEX decreased to $3.48 per pound for the three months
      ended September 30, 2007 from $3.54 per pound for the three months ended
      September 30, 2006.

      Bare Wire segment net sales for the three months ended September 30, 2007
      were $135.1 million, or a decrease of $31.3 million, or 18.8%, from net
      sales of $166.4 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 ($1.8 million), the
      impact of a higher proportion of tolled copper shipped in the 2007 period
      compared to the 2006 period ($31.7 million) and a decrease in the average
      cost and selling price of copper ($0.1 million). These decreases were
      partially offset by the impact of higher volume to customers supplying the
      industrial/energy and automotive markets ($0.4 million) and increased
      customer pricing/mix, including higher tin prices ($1.9 million). Of the
      total pounds processed for the three months ended September 30, 2007 and
      2006, respectively, 54.2% and 42.8% were from customers' tolled copper.

      Engineered Wire Products-Europe net sales of $15.7 million for the three
      months ended September 30, 2007 were $2.9 million, or 22.7%, higher than
      sales of $12.8 million for the 2006 period. This increase was the result
      of $0.1 million for the increase in the average cost and selling price of
      copper, $1.0 million from the impact of a stronger euro versus the U.S.
      dollar and $1.8 million from increased volume from improved customer
      demand in all major markets.

      High Performance Conductors net sales of $29.8 million for the three
      months ended September 30, 2007 were $2.5 million, or 9.2%, higher than
      sales of $27.3 million for the 2006 period. This increase was the result
      of $2.6 million from increased volume from improved customer demand in the
      aerospace and medical device markets and higher silver, nickel and tin
      prices which were partially offset by the impact of a decrease in the
      average cost and selling price of copper ($0.1 million).

      Cost of goods sold, exclusive of depreciation and amortization, as a
      percentage of sales decreased to 86.9% for the three months ended
      September 30, 2007 from 88.2% for the same period in 2006. The decrease of
      1.3 percentage points was due to the impact of a higher proportion of
      tolled copper sales in 2007 compared to 2006 (2.0 percentage points) and
      higher customer pricing/mix (0.9 percentage points), partially offset by a
      decreased contribution from High Performance Conductors (0.3 percentage
      points) and Engineered Wire Products - Europe (0.2 percentage points) and
      higher tin and production costs (1.1 percentage points).

      Selling, general and administrative expenses were $10.7 million for the
      three months ended September 30, 2007 compared to $11.6 million for the
      same period in 2006. This decrease of $0.9 million was primarily from $0.8
      million of reduced transportation costs and $0.5 million of lower bad
      debts partially offset by $0.4 million of other cost increases. These
      expenses, as a percent of net sales, increased to 5.9% for the three
      months ended September 30, 2007 from 5.6% for the three months ended
      September 30, 2006, primarily from the impact of lower sales from a higher
      proportion of tolled copper in 2007 compared to 2006 partially offset by
      previously-mentioned cost reductions.

      Depreciation and amortization was $4.0 million for the three months ended
      September 30, 2007 compared to $4.4 million for the same period in 2006.
      This decrease of $0.4 million was the result of lower depreciation in the
      Bare Wire segment due to fully depreciated items and the closing of the
      Texas plant in late 2006 partially offset by the effect of property,
      plant, and equipment additions.

      Gain on sale of property, plant and equipment was $0.5 million in the 2007
      period and $0.0 in the three months ended September 30, 2006. The 2007
      gain represents the gain on the sale of a facility in Texas. There were no
      similar gains in the 2006 period.



                                       19
<PAGE>



      Operating income for the three months ended September 30, 2007 was $9.3
      million compared to $8.4 million for the 2006 period, or an increase of
      $0.9 million, or 10.7%, primarily from higher sales volume at High
      Performance Conductors, reduced selling, general, and administrative
      expenses, lower depreciation and amortization, and the gain on sale of
      property, plant, and equipment. Bare Wire segment's operating income of
      $5.5 million for the 2007 period was slightly higher than operating income
      of $5.4 million for the 2006 period, primarily from increased customer
      pricing/mix, reduced operating expenses and lower depreciation and
      amortization. Engineered Wire Products-Europe operating income was $1.0
      million, or a decrease of $0.1 million from the 2006 period as the result
      of a lower gross profit rate which offset higher sales volume. High
      Performance Conductors operating income was $3.6 million, or an increase
      of $0.7 million from the 2006 period of $2.9 million primarily from
      increased sales volume. Operating income in the 2007 period also increased
      by $0.2 million from a reduced charge for stock-based compensation
      expense.

      Interest expense was $2.6 million for the three months ended September 30,
      2007 compared to $3.6 million for the three months ended September 30,
      2006. This decrease of $1.0 million was the result of the impact of lower
      levels of borrowings from improved operating cashflows and a lower cost
      debt structure.

      Amortization of deferred financing costs was $0.2 million for the three
      months ended September 30, 2007 compared to $0.7 million for the three
      months ended September 30, 2006. This decrease of $0.5 million was the
      result of the write-off of fees associated with the term credit facility
      with Silver Point Financial, LLC (the "Term Credit Facility") that was
      terminated in August 2006.

      Income tax provision was $1.9 million and $0.4 million for the three
      months ended September 30, 2007 and 2006, respectively. The Company's
      effective tax rate was 29.2% for the three months ended September 30, 2007
      and 9.4% for the three months ended September 30, 2006. The lower
      effective tax rate in 2006 was the result of an adjustment of the expected
      annual effective tax rate due to state and international tax strategies
      which did not reoccur in 2007.

      Income from continuing operations was $4.6 million and $3.6 million for
      the three months ended September 30, 2007 and 2006, respectively, or an
      increase of $1.0 million primarily from increased operating income and
      reduced interest expense which were partially offset by a higher effective
      income tax rate.

      Income from discontinued operations was $0.5 million and $0.3 million for
      the three months ended September 30, 2007 and 2006, respectively. The 2007
      amount includes adjustments to the 2007 effective tax rate and interest
      accrued under FIN 48. 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 $5.1 million, or
      $0.51 per basic and $0.50 per diluted share, and $3.9 million, or $0.39
      per basic and diluted share, for the three months ended September 30, 2007
      and 2006, respectively.

      NINE MONTHS ENDED SEPTEMBER 30, 2007 VERSUS NINE MONTHS ENDED SEPTEMBER
      30, 2006

      Net sales were $554.1 million and $565.0 million for the nine months ended
      September 30, 2007 and 2006, respectively. Sales for the nine months ended
      September 30, 2007 were $10.9 million, or 1.9%, below comparable 2006
      levels, as a result of a higher proportion of tolled copper shipped in the
      2007 period compared to the 2006 period ($79.4 million) and lower volume
      ($1.7 million). These factors were partially offset by an increase in the
      average cost and selling price of copper ($31.3 million), higher customer
      pricing/mix ($4.4 million), the impact of a stronger euro versus the U.S.
      dollar ($3.3 million) and the acquisition of HPC ($31.2 million) on March
      31, 2006. The average price of copper based upon COMEX increased to $3.21
      per pound for the nine months ended September 30, 2007 from $3.06 per
      pound for the nine months ended September 30, 2006.

      Bare Wire segment net sales for the nine months ended September 30, 2007
      were $413.6 million, or a decrease of $55.7 million, or 11.9%, from sales
      of $469.3 million for the comparable 2006 period. This decrease was
      primarily the result of lower volume to customers supplying the appliance
      market ($8.7 million) and the impact of a higher proportion of tolled
      copper shipped in the 2007 period compared to the 2006 period ($79.4
      million). These decreases were partially offset by the impact of an
      increase in the average cost and selling price of copper ($28.0 million)


                                       20
<PAGE>



      and increased customer pricing/mix, including higher tin prices ($4.4
      million). Of the total pounds processed for the nine months ended
      September 30, 2007 and 2006, respectively, 51.0% and 43.7% were from
      customers' tolled copper.

      Engineered Wire Products-Europe net sales of $49.8 million for the nine
      months ended September 30, 2007 were $10.1 million, or 25.4%, higher than
      sales of $39.7 million for the 2006 period. This increase was the result
      of $2.8 million for the increase in the average cost and selling price of
      copper, $3.3 million impact of a stronger euro versus the U.S. dollar and
      $4.0 million from increased volume from improved customer demand in all
      major markets.

      High Performance Conductors net sales of $92.2 million for the nine months
      ended September 30, 2007 were $35.9 million, or 63.8%, higher than sales
      of $56.3 million for the 2006 period. This increase was the result of $0.5
      million of increase in the average cost and selling price of copper, $4.2
      million of increased volume from improved customer demand in the aerospace
      and medical device markets, higher silver, nickel and tin prices and $31.2
      million of HPC results 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 87.2% for the nine months ended September
      30, 2007 from 88.7% 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 (1.8 percentage points), higher
      customer pricing/mix (0.8 percentage points) and the favorable
      contribution of HPC sales (0.2 percentage points) partially offset by the
      increase in the average cost and selling price of copper (0.8 percentage
      points), a lower contribution for Engineered Wire Products - Europe (0.1
      percentage points), and increased tin costs and lower overhead absorption
      (0.4 percentage points).

      Selling, general and administrative expenses were $33.5 million for the
      nine months ended September 30, 2007 compared to $29.2 million for the
      same period in 2006. This increase of $4.3 million was the result of $2.5
      million from the HPC acquisition on March 31, 2006, $0.8 million of
      stock-based compensation expense and $1.1 million of higher professional
      fees and $0.6 million of increased transportation costs partially offset
      by $0.7 million lower expenses primarily bad debts. These expenses, as a
      percent of net sales, increased to 6.0% for the nine months ended
      September 30, 2007 from 5.2% for the nine months ended September 30, 2006,
      primarily from the impact of the effect of a higher proportion of tolled
      copper in 2007 compared to 2006 and the previously-mentioned cost
      increases.

      Depreciation and amortization was $11.9 million for the nine months ended
      September 30, 2007 compared to $10.4 million for the same period in 2006.
      This increase of $1.5 million was the result of the HPC acquisition ($1.4
      million) and higher depreciation on other property, plant and equipment
      additions net of disposals ($0.1 million).

      Operating income for the nine months ended September 30, 2007 was $25.9
      million compared to $24.4 million for the 2006 period, or an increase of
      $1.5 million, primarily due to the contribution of the HPC acquisition.
      Bare Wire segment's operating income of $15.0 million for the 2007 period
      decreased by $1.8 million, or 10.7%, from $16.8 million for the comparable
      2006 period, primarily from lower sales volume, increased tin costs, lower
      overhead absorption and higher depreciation expense partially offset by
      higher customer pricing/mix. Engineered Wire Products-Europe operating
      income was $3.5 million, or an increase of $0.2 million, from the 2006
      period of $3.3 million due to increased sales volume to all major markets.
      High Performance Conductors operating income was $10.2 million, or an
      increase of $4.3 million, from the 2006 period of $5.9 million due to
      increased sales levels and a lack of results for the three months ended
      March 31, 2006, as HPC was acquired on March 31, 2006. Operating income in
      the 2007 period also decreased by $1.2 million from increased charges for
      stock-based compensation and professional fees.

      Interest expense was $7.4 million for the nine months ended September 30,
      2007 compared to $10.2 million for the nine months ended September 30,
      2006. This decrease of $2.8 million was the result of the impact of lower
      levels of borrowings from improved operating cashflows and a lower cost
      debt structure.



                                       21
<PAGE>



      Amortization of deferred financing costs was $0.5 million for the nine
      months ended September 30, 2007 compared to $1.0 million for the nine
      months ended September 30, 2006. This decrease of $0.5 million was the
      result of the write-off of fees associated with the Term Credit Facility
      that was terminated in August 2006.

      Income tax provision was $5.2 million and $4.0 million for the nine months
      ended September 30, 2007 and 2006, respectively. The Company's effective
      tax rate for the nine months ended September 30, 2007 was 29.1% and 30.0%
      for the nine months ended September 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 $12.7 million and $9.3 million for
      the nine months ended September 30, 2007 and 2006, respectively, or an
      increase of $3.4 million primarily due to higher operating income, reduced
      interest expense and a lower effective tax rate.

      Income/(loss) from discontinued operations was $0.7 million and ($0.2)
      million for the nine months ended September 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 and adjustments to the effective tax rate partially offset by
      interest accrued under FIN 48. 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 $13.4 million,
      or $1.33 per basic share and $1.31 per diluted share, and $9.1 million, or
      $0.91 per basic and diluted share, for the nine months ended September 30,
      2007 and 2006, respectively.

      FINANCIAL CONDITION

      At the end of the third quarter, total cash and cash equivalents were $3.0
      million, down $0.3 million from year-end 2006. During the first nine
      months of 2007, cash levels were relatively constant throughout the period
      as we used excess cash to reduce outstanding long-term debt borrowings.

      Accounts receivable increased $16.8 million, or 17.2%, from year-end 2006.
      This increase was primarily due to an increase in net sales of 11.2% in
      the last two months of the third quarter of 2007 as compared to the last
      two months of the fourth quarter of 2006. Accounts receivable also
      increased due to an increase in the number of days sales outstanding as of
      September 30, 2007. The number of days sales outstanding increased to 54
      as of September 30, 2007 from 52 days as of December 31, 2006. The
      allowance for doubtful accounts as a percentage of accounts receivable
      decreased from 1.7% at December 31, 2006 to 1.1% as of September 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 $68.0 million as of September 30, 2007 increased by $9.2
      million from December 31, 2006. This increase was the result of an
      increase in pounds of copper and other inventory held in the Bare Wire
      segment ($10.8 million) and increased inventory levels and metal costs at
      HPC ($1.5 million), partially offset by an increase in the LIFO reserve
      ($2.7 million) and lower quantities in the Engineered Wire Products-Europe
      segment of ($0.4 million). Inventory turns in the first nine months of
      2007 were comparable to 2006 levels.

      Accounts payable were $51.4 million as of September 30, 2007, or an
      increase of $17.8 million from December 31, 2006 levels, as trade vendor
      terms from a major copper vendor were extended, more pounds were purchased
      and the timing of payments differed.

      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 surrounding 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 an increase of $3.3


                                       22
<PAGE>



      million to the opening balance of accumulated deficit. See Note 1 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, 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 -- 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 $26.2 million for the nine
      months ended September 30, 2007, compared to net cash provided by
      operating activities of $19.2 million for the nine months ended September
      30, 2006. This improvement of $7.0 million was the result of increased net
      income ($4.3 million), non-cash stock-based compensation expense ($0.8
      million), accounts receivable changes ($3.3 million), inventory changes
      ($3.3 million), increased accounts payable ($0.3 million), and other, net
      ($1.7 million) partially offset by lower accrued payroll and payroll
      related items ($2.3 million) deferred income taxes ($2.6 million), and
      lower accrued and other liabilities ($1.8 million).

      Net cash used in investing activities was $14.6 million for the nine
      months ended September 30, 2007, compared to $22.1 million for the nine
      months ended September 30, 2006. This decrease in net cash used of $7.5
      million resulted primarily from the acquisition of HPC for $52.1 million
      in the 2006 period and $3.0 million in 2007. In addition, capital
      expenditures were $14.6 million for the nine months ended September 30,
      2007 compared to $7.6 million for the nine months ended September 30,
      2006, primarily due to spending for the new plant in Sherrill, New York of
      $7.6 million, including purchase of equipment and installation costs.
      Total capital expenditures related to the acquisition of the Sherrill, New
      York facility are expected to be approximately $3.2 million over the
      remaining life of the project. Proceeds from the sale of property, plant
      and equipment in the 2007 period were $1.7 million greater than in the
      2006 period. Proceeds from sale of businesses was zero for the nine months
      ended September 30, 2007 compared to $36.1 million for the nine months
      ended September 30, 2006. The collection of restricted cash contributed
      $0.3 million less in 2007 than in 2006.

      Net cash used in financing activities was $12.1 million for the nine
      months ended September 30, 2007, compared to net cash used in financing
      activities of $0.9 million for the nine months ended September 30, 2006,
      for a increase of $11.2 million. There were net repayments of borrowings
      of $10.7 million for the nine months ended September 30, 2007, and net
      borrowings of $0.5 million for the nine months ended September 30, 2006.
      During the third quarter of 2007, $1.7 million was used to repurchase the
      Company's stock under its stock repurchase program and the Company
      received $0.3 million in proceeds from the issuance of common stock.
      Financing fees were $1.4 million lower in 2007 compared to 2006 due to
      amendments to the Revolver Credit Facility that occurred in 2006.

            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.



                                       23
<PAGE>



     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
     Revolver Credit Facility and the Notes, see Note 11 to the unaudited
     condensed consolidated financial statements.

         LIQUIDITY

      We require cash to fund 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 $2.7 million impact on our working capital. The average
      price of copper based upon COMEX decreased to $3.48 per pound for the
      three months ended September 30, 2007 from $3.54 per pound for the three
      months ended September 30, 2006. Copper prices continue to fluctuate, and
      the price of copper on the COMEX was $3.11 per pound as of November 12,
      2007.

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

      As of September 30, 2007, we had $3.0 million of unrestricted cash and
      cash equivalents. Actual borrowing 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 September 30, 2007, our borrowing base was
      $155.7 million and our outstanding indebtedness under the Revolver Credit
      Facility (including outstanding letters of credit) was $43.3 million,
      resulting in a remaining availability of $112.4 million.

      As part of the Company's approved $3.7 million stock repurchase program
      discussed above, during the third quarter of 2007, the Company repurchased
      84,000 shares for an aggregate cost, including broker commissions, of $1.7
      million, resulting in an average price of $20.53 per share. The Company
      utilized funds available from its operating cashflow and/or borrowings
      under its Revolver Credit Facility.

      We expect our cash on hand, operating cash flow, and available borrowings
      under the Revolver Credit Facility, will be sufficient to meet our
      anticipated future operating expenses, stock repurchases, 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 September 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
      September 30, 2007, the future minimum lease payments under these
      arrangements totaled $6.3 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 September 30, 2007, approximately $27.9 million of the total $102.9
      million of long-term debt, specifically, $27.9 million of borrowings under
      our Revolver Credit Facility, bear interest at variable rates. A
      hypothetical 1% increase in variable interest rates would increase our
      interest rate expense by $0.3 million based on the debt outstanding as of
      September 30, 2007. We are not currently engaged in any hedging
      activities.



                                       24
<PAGE>



            FOREIGN CURRENCY RISK

      As of September 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 versus other
      currencies. 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
      September 30, 2007 and year-end exchange rates at December 31, 2006, was
      $26.7 million and $22.0 million, respectively.

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

            COMMODITY PRICE RISK

      The principal raw material we use 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 decreased to $3.48 per pound for the three
      months ended September 30, 2007 from $3.54 per pound for the three months
      ended September 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 copper raw material 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 $2.7 million impact on our
      working capital.

      Tin is also a component of our products in the Bare Wire and HPC segments.
      For the three months ended September 30, 2007, the average price of tin
      increased by 70% compared to the three months ended September 30, 2006.
      The HPC segment also uses silver and nickel. For the three months ended
      September 30, 2007, the average price of silver increased by 9% and the
      average price of nickel increased by 4% compared to the three months ended
      September 30, 2006. The cost of silver, nickel and tin is generally
      passed-through to our customers through a variety of pricing mechanisms.

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.



                                       25
<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 2007, and at September 30, 2007.

      As of December 31, 2006 and September 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 (recently promoted to Corporate Controller) who possesses the
      technical qualifications to properly account for both non-routine and
      routine transactions. In 2007, management has also hired a Manager of
      Income Taxes and a Senior Accountant to assist the Corporate Controller in
      income tax accounting and financial reporting. 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 had previously 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 assessing if additional
      resources are deemed necessary and is transitioning various functions to
      the Camden, NY offices.



                                       26
<PAGE>



            CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

      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 September 30, 2007, there have been no
      material developments in the Company's legal proceedings. For more
      detailed information, see the disclosures provided in Note 15 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

      (c) Issuer Purchases of Equity Securities

      The following is a summary of the Company's share repurchase activity for
      the three months ended September 30, 2007:

<TABLE>
<CAPTION>
                                                    (A)                (B)                 (C)                 (D)
                                               -------------      ------------      ---------------     ----------------
                                                                                    TOTAL NUMBER OF      DOLLAR VALUE OF
                                               TOTAL NUMBER       AVERAGE PRICE    SHARES PURCHASED     SHARES THAT MAY
                                                 OF SHARES          PAID PER       PART OF PUBLICLY     YET BE PURCHASED
PERIOD                                          PURCHASED(1)          SHARE         ANNOUNCED PLAN      UNDER THE PLAN(2)
------------------------------------            ----------          ---------         ----------          ----------
<S>                                                 <C>             <C>                   <C>             <C>
July 1, 2007 - July 31, 2007                          --            $   --                  --            $     --
August 1, 2007 - August 31, 2007                      --            $   --                  --            $     --
September 1, 2007 - September 30, 2007              84,000          $   20.53             84,000          $1,975,000
                                                ----------          ---------         ----------          ----------
      Total                                         84,000          $   20.53             84,000          $1,975,000

</TABLE>

(1) Share repurchases under the program were made pursuant to open-market
   purchases.

(2) On September 4, 2007, the Company publicly announced a $3.7 million stock
   repurchase program.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      None.



                                       27
<PAGE>



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

      None.



ITEM 5.     OTHER INFORMATION

      None.

ITEM 6.     EXHIBITS

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

  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
<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: November 14, 2007                    By:    /s/ GLENN J.  HOLLER
                                                   -----------------------------
                                            Name:  Glenn J.  Holler
                                            Title: Senior Vice President, Chief
                                                   Financial Officer (Principal
                                                   Financial and Accounting
                                                   Officer) and Secretary
















                                       29
<PAGE>



                                  EXHIBIT INDEX

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

  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.














                                       30