8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  July 25, 2006

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)

Delaware	001-12983	06-1398235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (859) 572-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-K (“Amendment No. 1”) is being filed to amend in its entirety Exhibit 99 to the Current Report on Form 8-K dated July 25, 2006, as filed by General Cable Corporation (the “Company”) with the Securities and Exchange Commission on July 25, 2006 (the “Original Form 8-K”).  The Exhibit filed with the Original Form 8-K inadvertently did not contain four lines of the press release which had been disseminated by the Company on July 25, 2006.  

Item 2.02

Results of Operations and Financial Condition.

On July 25, 2006, the registrant issued a press release, a copy of which is filed as Exhibit 99 hereto and is incorporated herein by reference.  

Item 9.01

Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, filed as part of this report.  

(c)  The Exhibit accompanying this report is listed in the Index to Exhibits.  

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.  

General Cable Corporation

August 9, 2006

By:

/s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:

Executive Vice President and

General Counsel

INDEX TO EXHIBITS

Exhibit Number	Description	Method of Filing
99	Financials - Revised	Filed Herewith

EX-99

EXHIBIT 99

General Cable Corporation and Subsidiaries  Consolidated Statements of Operations  (in millions, except per share data)  (unaudited)
	Three Fiscal Months Ended		Six Fiscal Months Ended
	June 30, 2006	July 1, 2006	June 30, 2006	July 1, 2005
Net sales	$987.1	$608.6	$1,791.4	$1,162.8
Cost of sales	857.6	537.3	1,564.3	1,024.1
Gross profit	129.5	71.3	227.1	138.7
Selling, general and    administrative expenses	59.1	43.3	114.5	86.5
Operating income	70.4	28.0	112.6	52.2
Other income (expense)	0.2	-	1.0	(0.1)
Interest income (expense):
Interest expense	(12.3)	(10.6)	(22.4)	(20.9)
Interest income	0.7	1.5	1.2	1.9
	(11.6)	(9.1)	(21.2)	(19.0)
Income before income taxes	59.0	18.9	92.4	33.1
Income tax provision	(17.5)	(7.1)	(29.5)	(12.3)
Net income	41.5	11.8	62.9	20.8
Less: preferred stock dividends	(0.1)	(1.5)	(0.2)	(3.0)
Net income applicable to common shareholders	$41.4	$10.3	$62.7	$17.8
Earnings per share
Earnings per common share	$0.81	$0.26	$1.24	$0.45
Weighted average common shares	50.8	39.4	50.4	39.3
Earnings per common share-     assuming dilution	$0.80	$0.23	$1.21	$0.41
Weighted average common shares –    assuming dilution	52.2	50.9	51.8	50.8

General Cable Corporation and Subsidiaries Consolidated Statements of Operations Segment Information (in millions) (unaudited)
	Three Fiscal Months Ended		Six Fiscal Months Ended
	June 30,	July 1,	June 30,	July 1,
	2006	2005	2006	2005
Revenues (as reported)
Energy Segment	$359.5	$212.4	$659.6	$408.9
Industrial & Specialty Segment	443.1	252.1	797.3	493.3
Communications Segment	184.5	144.1	334.5	260.6
Total	$987.1	$608.6	$1,791.4	$1,162.8
Revenues (metal adjusted)
Energy Segment	$359.5	$272.2	$659.6	$495.5
Industrial & Specialty Segment	443.1	370.6	797.3	659.2
Communications Segment	184.5	183.8	334.5	323.6
Total	$987.1	$826.6	$1,791.4	$1,478.3
Metal Pounds Sold
Energy Segment	99.2	75.2	188.7	145.8
Industrial & Specialty Segment	79.3	64.0	159.6	124.4
Communications Segment	34.0	34.7	65.8	64.2
Total	212.5	173.9	414.1	334.4
Operating Profit (Loss)
Energy Segment	$25.2	$15.4	$43.7	$27.7
Industrial & Specialty Segment	30.8	10.2	50.7	19.4
Communications Segment	14.4	5.9	18.2	8.6
Subtotal	70.4	31.5	112.6	55.7
Corporate	-	(3.5)	-	(3.5)
Total	$70.4	$28.0	$112.6	$52.2
Return on Metal Adjusted Sales
Energy Segment	7.0%	5.7%	6.6%	5.6%
Industrial & Specialty Segment	7.0%	2.8%	6.4%	2.9%
Communications Segment	7.8%	3.2%	5.4%	2.7%
Total Company	7.1%	3.4%	6.3%	3.5%
Capital Expenditures
Energy Segment	$6.6	$3.7	$10.0	$6.9
Industrial & Specialty Segment	6.1	3.5	9.5	6.3
Communications Segment	1.9	1.3	3.1	2.5
Total	$14.6	$8.5	$22.6	$15.7
Depreciation & Amortization
Energy Segment	$4.7	$2.7	$9.4	$4.6
Industrial & Specialty Segment	4.6	3.4	9.1	6.4
Communications Segment	3.7	4.2	7.0	8.3
Subtotal	13.0	10.3	25.5	19.3
Corporate	-	2.9	-	2.9
Total	$13.0	$13.2	$25.5	$22.2

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in millions, except share data)

ASSETS	30-Jun-06	31-Dec-05
	(unaudited)
Current Assets:
Cash	$59.0	$72.2
Receivables, net of allowances of $10.3 million at June 30, 2006    and $8.6 million at December 31, 2005	791.7	542.9
Inventories	399.2	363.9
Deferred income taxes	47.6	41.9
Prepaid expenses and other	70.1	48.6
Total current assets	1,367.6	1,069.5
Property, plant and equipment, net	368.7	366.4
Deferred income taxes	53.9	52.5
Other non-current assets	33.3	34.8
Total assets	$1,823.5	$1,523.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$647.8	$472.3
Accrued liabilities	209.6	212.2
Current portion of long-term debt	20.0	6.4
Total current liabilities	877.4	690.9
Long-term debt	425.3	445.2
Deferred income taxes	13.1	13.4
Other liabilities	106.4	80.4
Total liabilities	1,422.2	1,229.9
Shareholders’ Equity:
Redeemable convertible preferred stock,
June 30, 2006 – 101,949 outstanding shares December 31, 2005 – 129,916 outstanding shares (liquidation preference of $50.00 per share)	5.1	6.5
Common stock, $0.01 par value, issued and outstanding shares:
June 30, 2006 – 51,078,781 (net of 4,998,730 treasury shares) December 31, 2005 – 49,520,209 (net of 4,968,755 treasury shares)	0.6	0.5
Additional paid-in capital	269.4	246.3
Treasury stock	(53.0)	(52.2)
Retained earnings	166.5	103.8
Accumulated other comprehensive income (loss)	12.7	(6.8)
Other shareholders’ equity	-	(4.8)
Total shareholders’ equity	401.3	293.3
Total liabilities and shareholders’ equity	$1,823.5	$1,523.2