SecProbe.io

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Mail Stop 7010

      September 26, 2005

Mr. Salvatore J. Guccione
Senior Vice President and Chief Financial Officer
ISP Chemco Inc.
300 Delaware Avenue, Suite 303
Wilmington, Delaware 19801

	RE:	Form 10-K for the year ended December 31, 2004
		File No. 333-75574

Dear Mr. Guccione:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Note 7.  Income Taxes, page F-37

1. With a view towards enhanced disclosures, please provide us
with
additional information regarding the G-I Holdings tax matter.
Specifically:
* Describe in better detail the nature and terms of the cost-
sharing
arrangements with the other parties;
* Explain to us the alleged basis for the IRS proof of claim;
* Describe in reasonable detail the uncertainties, both factual
and
legal that could impact on whether the proof of claim is
sustained;
* Describe G-I Holdings basis for their belief that they will
prevail;
* Tell us whether you have accrued any amounts related to this
contingency;
* Tell us whether it is reasonably possible that a loss could be
incurred and if so the range of such loss, or an a explanation as
to
why such amount cannot be estimated.

Note 8.  Sale of Accounts Receivable

2. Please address the following regarding your sales of accounts
receivable:
* Tell us how you applied the criteria of paragraph 9 of SFAS 140
in
accounting for these transactions;
* Given that you continue to service, administer, and collect the
trade receivables, tell us the amount of any associated servicing
assets or liabilities and where they are recorded pursuant to
paragraphs 10 and 13 of SFAS 140;
* You state that the excess of accounts receivable sold over the
net
proceeds is included in accounts receivable, other.  Tell us more
about the nature of this amount and how you determined it is
appropriate to include this amount in accounts receivable, rather
than derecognize the asset and record the impact of  the
transaction,
including any gain or loss, and;
* Provide all of the disclosures required by paragraph 17, as
applicable.

Note 21.  Commitments and Contingencies, page F-72

Asbestos Litigation Against G-1 Holdings

3. Please provide us with a reasonably detailed analysis providing
the specific facts and circumstances that lead you to believe that
you should have no legal responsibility for damages in connection
with the Asbestos Claims.  In addition, provide us with the
following:
* Whether you have been named in any asbestos-related claim;
* Whether you have been named in any asbestos-related fraudulent
conveyance type claim;
* If so, please provide the details of the claim(s);
* Tell us whether it is reasonably possible that asbestos claims
could have an adverse impact on ISP;
* Tell us whether you have accrued any amounts related to asbestos
claims;
* Describe in reasonable detail the uncertainties, both factual
and
legal that could impact on whether ISP may be considered liable
for
any asbestos-related claims;

Environmental Litigation

4. Please tell us more about this contingency. Specifically:
* The nature and terms of possible cost-sharing arrangements with
other potentially responsible parties;
* The time frame over which the accrued or presently unrecognized
amounts may be paid out; and;
* Uncertainties regarding the legal sufficiency of insurance
claims
or solvency of insurance carriers.  Please specifically discuss
whether any recoveries are being contested and discuss the reasons
for concluding the amounts are probable of recovery.
* Whether it is reasonably possible that additional material
losses
could be incurred based on changes in estimate of the underlying
liability and/or the sufficiency of third party reimbursement.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Nudrat Salik, Staff Accountant, at (202) 551-3692
or,
in her absence, to the undersigned at (202) 551-3689.

							Sincerely,

      John Hartz
							Senior Assistant Chief
Accountant
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Mr. Salvatore J. Guccione
September 26, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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