SecProbe.io

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<TYPE>CORRESP
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                           WEIL, GOTSHAL & MANGES LLP
                      767 FIFTH AVENUE - NEW YORK, NY 10153
                                  212-310-8000
                               (FAX) 212-310-8007

                                               October 20, 2005

VIA EDGAR TRANSMISSION AND FEDERAL EXPRESS
------------------------------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0308

         Re:      SEC Comment Letter dated September 16, 2005 Regarding
                  International Specialty Holdings Inc. and  SEC Comment Letter
                  dated September 26, 2005 Regarding ISP Chemco Inc.
                  -------------------------------------------------------------

Our clients, International Specialty Holdings Inc. ("Holdings") and ISP Chemco
Inc. ("Chemco"), parent and subsidiary, respectively, are in receipt of two
comment letters from the Securities and Exchange Commission (the "Commission"):
(1) a letter dated September 16, 2005 regarding the Form 10-K for the fiscal
year ended December 31, 2004 and the Form 10-Q for the quarterly period ended
July 3, 2005 filed by Holdings (the "September 16th Letter") and (2) a letter
dated September 26, 2005 regarding the Form 10-K for the fiscal year ended
December 31, 2004 filed by Chemco (the "September 26th Letter"). On behalf of
Holdings and Chemco, we provide this consolidated response to the September 16th
and September 26th Letters. The responses to the comments are numbered to relate
to the corresponding comments in the September 16th and September 26th Letters.

                      INTERNATIONAL SPECIALTY HOLDINGS INC.
                      -------------------------------------

In this section, the terms "we", "our" and the "Company" refer to Holdings.

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.

         Where noted below, our revisions in response to the comment letter will
         be included in our future filings.

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Securities and Exchange Commission
October 20, 2005

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).

         In future filings, unless it is not appropriate, we will include the
         additional requested language in Item 9A, in accordance with Exchange
         Act Rule 13a-15(e), to indicate that "Our Chief Executive Officer and
         Chief Financial Officer concluded that our disclosure controls and
         procedures are also effective to ensure that information required to be
         disclosed in the reports that we file or submit under the Exchange Act
         is accumulated and communicated to our management, including our Chief
         Executive Officer and Chief Financial Officer, to allow timely
         decisions regarding required disclosures."

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:

         o        ESTIMATED INTEREST PAYMENTS ON THE SENIOR CREDIT FACILITIES;
         o        ESTIMATED PAYMENTS UNDER INTEREST RATE SWAP AGREEMENTS; AND
         o        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.

         The information and assumptions in the table below will be added to the
         MD&A table on contractual obligations in future filings. We have
         included the following as an illustrative example for the year ended
         December 31, 2004. Holdings did not include "estimated payments under
         interest rate swap agreements" in the table because all such swap

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Securities and Exchange Commission
October 20, 2005

         agreements were settled in the first quarter of 2005, with Holdings
         receiving $0.1 million, which was the unrealized gain at December 31,
         2004.

                             Contractual Obligations
                             -----------------------
<TABLE>
<CAPTION>
                                                                              PAYMENTS DUE BY PERIOD
                                                             -----------------------------------------------------
                                                                      LESS THAN        1-3         4-5      AFTER
                                                             TOTAL      1 YEAR        YEARS       YEARS    5 YEARS
                                                             -----      ------        -----       -----    -------
                                                                                    (MILLIONS)
<S>                                                        <C>         <C>          <C>          <C>       <C>
Estimated interest payments on senior
   credit facilities (1)................................    $ 94.0      $ 12.4       $ 31.7      $ 36.7    $ 13.2
Planned funding of pension and other
   postretirement benefit obligations (2)...............       9.4         0.7          1.4         1.2       6.1
Estimated non-qualified defined benefit
   retirement plan payments (2).........................      13.0         0.8          1.8         2.0       8.4

</TABLE>

         (1)      Based on an assumed interest rate of LIBOR plus 2.0%, ranging
                  from an average rate of 4.9% in 2005 to 8.1% in 2010 and 2011
                  on estimated average term loan balances outstanding each year
                  on a total loan balance of $248.1 million at December 31, 2004
                  and scheduled payments of $2.5 million per year through 2009,
                  $176.9 million in 2010 and $58.7 million in the first quarter
                  of 2011.

         (2)      The Company assumes no planned funding of our hourly
                  retirement plan. For other postretirement benefit obligations
                  totaling $9.4 million at December 2004, and for non-qualified
                  defined benefit retirement plan obligations totaling $13.0
                  million at December 31, 2004, the payments each year are based
                  on actuarially computed estimates.

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.

         We supplementally advise the Staff that the environmental provision
         relating to discontinued operations pertains to Holdings' surfactants
         product line which was contributed in 1990 to a partnership that we did
         not control. The costs associated with the closed Linden, New Jersey
         surfactants plant and certain non-owned sites that received waste
         materials from the Linden site are included in this provision. This
         business did not qualify as a business segment and therefore was not
         accounted for as a discontinued operation. In future filings Holdings
         will eliminate the use of the word "discontinued." International
         Specialty Products Inc. ("ISP"), Holdings' parent company, was formed
         in 1991. The surfactants product line was an operation of ISP's
         predecessor parent company and had no relationship with Holdings'
         current operations. Therefore, Holdings accounts for environmental

                                       3
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Securities and Exchange Commission
October 20, 2005

         provisions relating to obligations arising from the surfactants
         business as a non-operating expense within "Other Expense, net."
         Environmental provisions relating to locations involved with our
         current lines of business are included in operating income.

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.

         We supplementally advise the Staff that Holdings has historically
         included in selling, general and administrative expenses all outside
         counsel fees associated with patent and trademark matters as well as
         all internal legal costs. These costs aggregated approximately $5
         million in 2004. Other outside legal and related costs relating to a
         broad range of other matters are charged to "Other Expense, net." A
         significant portion of these costs do not relate to current operations,
         including legal fees associated with litigation pertaining to potential
         environmental insurance recoveries for the Linden, New Jersey property
         (see comment number 4 above).

         We further supplementally advise you that miscellaneous other
         non-operating expenses are comprised mainly of the following:
         non-qualified retirement plan provision for former predecessor parent
         company executives; interest expense on insurance policy loans; outside
         consulting fees; credit facilities refinancing costs; and write-offs of
         deferred acquisition costs on failed acquisitions. These expenses are
         not associated with current operating activities.

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.

         We supplementally advise the Staff that the compensation costs related
         to the 2000 LTI Plan and the 2003 ELTI Plan discussed in Note 16 will
         be paid in cash in the future. These amounts are included in the line
         item "Increase (decrease) in other liabilities," which is consistent
         with the examples in SFAS No. 95 that show "Increase in other
         liabilities" as a line item in the reconciliation of net income to net
         cash flow from operating activities.

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

                                       4
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Securities and Exchange Commission
October 20, 2005

         INTANGIBLE ASSETS TO IDENTIFY THE ASSUMPTIONS UNDERLYING YOUR
         IMPAIRMENT TESTING.

         In future filings, Holdings will add the following information to the
         goodwill paragraph in both the Significant Accounting Policies footnote
         and in the Critical Accounting Policies:

         "Goodwill represents the excess of the purchase price of an acquired
         enterprise or assets over the fair value of the identifiable assets
         acquired and liabilities assumed. As required by SFAS No. 142, tests
         for impairment of goodwill are performed on an annual basis, or at any
         other time if events occur or circumstances indicate that the carrying
         amount of goodwill may not be recoverable. The impairment testing is
         performed in two steps: (i) the Company determines impairment by
         comparing the fair value of a reporting unit with its carrying value;
         and (ii) if there is an impairment, the Company measures the amount of
         impairment loss by comparing the implied fair value of goodwill with
         the carrying amount of that goodwill.

         To determine the fair value of each reporting unit, the Company
         utilizes a combination of an "income" approach and a "market value"
         approach. With the "income" approach, the Company develops a discounted
         cash flow analysis based upon budgets and projections reviewed and
         utilized by the Company's management. In addition to the projected cash
         flow, the Company develops an appropriate terminal value based on the
         operating results for the last year in the projection. Second, the
         Company develops a "market value" approach to value each reporting
         unit, utilizing profitability data of comparable publicly traded firms
         in each industry and compares the reporting unit with those independent
         firms. The two methods are then correlated based on the relevance and
         reliability of the two approaches."

Environmental Liability, page F-37
----------------------------------

8.       EXPAND YOUR ACCOUNTING POLICY FOR YOUR ENVIRONMENT 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.

         In future filings, Holdings will add the following information to
         expand the accounting policy for the environmental liability:

         "The Company increases or decreases its environmental liability
         reserves and its estimate of insurance recoveries based on decisions or
         events, including projected increases in remedial costs, discovery of
         new contamination, asserted claims for natural resource damages, plans
         for development of the Linden, New Jersey property, and the