SecProbe.io

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Mail Stop 7010

      September 16, 2005

Via U.S. mail

Mr. Sunil Kumar
President and Chief Executive Officer, International Specialty
Holdings Inc.
300 Delaware Avenue, Suite 303
Wilmington, DE  19801

	RE:	Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the period ended July 3, 2005
			File No. 333-82822

Dear Mr. Kumar:

		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
supplemental 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

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please provide to us your intended
disclosure.
These revisions should be included in your future filings.

Item 9A. Controls and Procedures, page 16

2. We note your disclosure that "the Chief Executive Officer and
Chief
Financial Officer have concluded that, as of the end of such
period,
our disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis,
information
required to be disclosed by us in the reports filed, furnished or
submitted under the Exchange Act."  Revise to clarify, if true,
that
your officers concluded that your disclosure controls and
procedures
are also effective to ensure that information required to be
disclosed
in the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.  See Exchange Act Rule
13a-
15(e).

Liquidity and Financial Condition

Contractual Obligations, page F-23

3. We note that you include the fixed interest expense on senior
notes.  Please revise your table of contractual cash obligations
to
also include the following:

* Estimated interest payments on the senior credit facilities;
* Estimated payments under interest rate swap agreements; and
* Planned funding of pension and other postretirement benefit
obligations.

Because the table is aimed at increasing transparency of cash
flow, we
believe these payments should be included in the table.  Please
also
disclose any assumptions you made to derive these amounts.  If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded items and provide any additional
information that is material to an understanding of your cash
requirements.

Financial Statements

Statement of Operations, page F-29 and Note 6 - Other Expenses,
Net

4. Please tell us the appropriateness of recording your
environmental
provision related to discontinued operations as a non-operating
expense.  If this provision relates to discontinued operations
historically presented in accordance with APB 30 or SFAS 144, the
provision should also be presented within discontinued operations.
Otherwise, this provision must be reflected as an operating
expense.

5. It is unclear to us why legal and related costs are not
reflected
as an operating expense.  Please tell us how you have determined
that
these costs are not operating expenses.  Also tell us the nature
of
the items you have included in miscellaneous other nonoperating
expenses and how you have appropriately classified these costs.

Statement of Cash Flows, page F-31

6. In regard to the non-cash compensation charges related to the
2000
LTI Plan and the 2003 ELTI Plan discussed in Note 16, clarify why
these charges are not reflected as an adjustment to reconcile net
income to net cash provided by operating activities within your
Statement of Cash Flows.

Note 2. Summary of Significant Accounting Policies

Goodwill, page F-36

7. Please expand your accounting policy for goodwill to discuss
how a
goodwill impairment loss is recognized.  See paragraphs 19 - 22 of
SFAS 142.  Expand your critical accounting policy for Goodwill and
Other Intangible Assets to identify the assumptions underlying
your
impairment testing.

Environmental Liability, page F-37

8. Expand your accounting policy for your environmental liability
to
include how you account for reserves and insurance recoveries as
well
as your basis for discounting.  See paragraphs 152 - 154 and 160 -
164
of SOP 96-1.

Note 13 - Long-term Debt and Lines of Credit

9. We note that your Senior Subordinated Notes due 2011 and your
Senior Subordinated Notes due 2009 are guaranteed by certain of
your
wholly owned subsidiaries.  We also note that you have not
provided
separate financial statements of these subsidiary guarantors or
condensed consolidating financial information that are required in
certain circumstances under Rule 3-10 of Regulation S-X.  Please
tell
us how you have complied with the disclosure requirements of Rule
3-
10.  It appears at a minimum you should revise your disclosure to
(i)
clarify that the guarantor subsidiaries are 100% owned (not
wholly-
owned) and the guarantees are full and unconditional, joint and
several and (ii) provide the disclosures required by paragraphs
(i)9
and (i)10 of Regulation S-X.

10. We note that the Senior Subordinated Notes due 2009 are
secured by
a first priority lien on all of the outstanding common capital
stock
of IPS Chemco.   Provide reference under Item 8 or Item 13 of your
Form 10-K to inform noteholders where the financial statements
required by Rule 3-16 of Regulation S-X can be found.

Note 18. Business Segment Information, page F-67

11. We note that your specialty chemicals segment is comprised of
four
product lines: personal care; pharmaceutical, food and beverage;
performance chemicals and fine chemicals.  We further note that
your
specialty chemicals segment is organized based upon the markets
for
your products.   Please tell us whether your markets or product
lines
represent operating segments as defined in paragraph 10 of SFAS
131.
If so, tell us how you determined that it was appropriate to
aggregate
these operating segments into your specialty chemicals reportable
segment.  Address for us the economic characteristics of each of
your
operating segments and how they meet the criteria set forth in
paragraph 17 of SFAS 131 for aggregation.

Quarterly Financial Data, page F-76

12. The aggregate effect of year-end adjustments, which are
material
to the results of the fourth quarter, should be disclosed in the
annual report in a note to the financial statements.  In this
regard,
we note that your gross profit tends to be lower in the fourth
quarter.  Please include disclosure of any year-end adjustments
that
resulted in these changes to gross profit.  See Item 302 of
Regulation
S-K.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2005

General

13. Please address the comments above in your interim filings as
well.

*    *    *    *

		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 supplemental response letter that keys your responses to
our
comments and provides any requested supplemental 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 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 Marie Trimeloni, Staff Accountant, at (202) 551-
3734
or, in her absence, to the Jeanne Baker, Assistant Chief
Accountant,
at (202) 551-3691.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Sunil Kumar
September 16, 2005
Page 5 of 5

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

         DIVISION OF
CORPORATION FINANCE

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