SecProbe.io

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INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC. HAVE REQUESTED
CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS LETTER PURSUANT TO RULE 83 (17
C.F.R. SEC. 200.83). THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE
DENOTED BY [***]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.

ISP-00001

                     [WEIL, GOTSHAL & MANGES LLP LETTERHEAD]

                                December 9, 2005

BY EDGAR
--------

Marie Trimeloni
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

         Re:   SEC Comment Letter dated November 10, 2005 Regarding
               --------------------------------------------------------
               International Specialty Holdings Inc. and ISP Chemco Inc.
               ---------------------------------------------------------

Dear Ms. Trimeloni:

Our clients, International Specialty Holdings Inc. ("Holdings") and ISP Chemco
Inc. ("Chemco"), parent and subsidiary, respectively, are in receipt of a
comment letter from the Securities and Exchange Commission (the "Commission")
dated November 10, 2005 (the "November 10th Letter") regarding their respective
Forms 10-K for the fiscal year ended December 31, 2004 and the Holdings Form
10-Q for the quarterly period ended July 3, 2005. On behalf of Holdings and
Chemco, we provide this response to the November 10th Letter.

                                     GENERAL
                                     -------

1.   TO THE EXTENT APPLICABLE, THE FOLLOWING COMMENTS SHOULD BE ADDRESSED BY
     BOTH INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC.

     To the extent applicable, each of Holdings and Chemco will address the
     Staff's comments.

                      International Specialty Holdings Inc.
                      -------------------------------------

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

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

<PAGE>
INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC. HAVE REQUESTED
CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS LETTER PURSUANT TO RULE 83 (17
C.F.R. SEC. 200.83). THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE
DENOTED BY [***]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.

ISP-00002

2.   WE NOTE FROM YOUR RESPONSE TO COMMENT 4 THAT THE SURFACTANTS PRODUCT LINE
     WAS NOT ACCOUNTED FOR AS A DISCONTINUED OPERATION. IT IS NOT APPROPRIATE TO
     REFLECT OPERATING TYPE COSTS WITHIN NONOPERATING COSTS SIMPLY BECAUSE THEY
     "DO NOT RELATE TO CURRENT OPERATIONS." ACCORDINGLY, WE BELIEVE THE RELATED
     ENVIRONMENTAL PROVISION SHOULD BE REFLECTED AS AN OPERATING EXPENSE. PLEASE
     REVISE.

     We supplementally advise the Staff that, while we acknowledge that
     referring to the surfactants product line as "discontinued" is not
     appropriate,(1) we believe that the treatment of the environmental
     provisions as non-operating expenses is appropriate because they do not
     relate to any past or present operations of the Company.

     The environmental provisions that are classified as "non-operating" relate
     to property in Linden, New Jersey and a former business operated on the
     Linden property prior to the Company's ownership of the property. The
     Company's Linden property was owned by GAF Corporation ("GAF"), which is an
     affiliate of the Company. A portion of this property was sold by GAF to a
     third party in 1972 and the remaining portion was owned by GAF until 1991.
     By April 1991, GAF had divested all of the businesses that it had
     historically operated in Linden. In May of 1991, in connection with a
     contemplated IPO transaction, GAF transferred the remaining property that
     it owned in Linden to one of our subsidiaries, together with all
     environmental liabilities related to the business operations of GAF and its
     predecessors in Linden (the "Linden Liabilities"). Since the Linden
     operations were never part of our business, neither the Company nor
     International Specialty Products Inc. ("ISP"), our parent company, ever
     reported any operating results related to GAF's business or the products
     produced at the Linden site in their respective financial statements.

     From the time of the transfer of the Linden property to the Company from
     GAF, our intent was to convert the real estate to a non-chemical operation
     function and to complete the remediation of the environmental
     contamination. Since 1991, the Company has explored several alternative
     uses for the property including the use of the site as a waste incinerator
     facility or for warehousing. All of the possible uses that have been
     actively pursued by the Company are unrelated to our principal lines of
     business. To date, substantial environmental remediation efforts have been
     undertaken at the Linden site and significant other efforts have been
     completed in preparation for the development and/or sale of the property,
     including (i) receiving approval from the City of Linden for constructing a
     warehouse distribution center, (ii) obtaining a commitment from the New
     Jersey Turnpike Authority for a direct route to the site and (iii)

---------------
(1)  As we noted in our letter, dated October 20, 2005, to the Staff, in future
     filings we will eliminate the use of the word "discontinued" in referring
     to these operations.

                                       2
<PAGE>
INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC. HAVE REQUESTED
CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS LETTER PURSUANT TO RULE 83 (17
C.F.R. SEC. 200.83). THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE
DENOTED BY [***]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.

ISP-00003

     retaining a real estate broker to solicit and evaluate bids for this site.
     Because the ultimate disposition of the property will be unrelated to our
     principal lines of business, any gain or loss that may be realized will be
     treated as non-operating. Based upon the input of the advisors who have
     been assisting us with the development of the Linden property, our
     expectation is that the fair value of the property is in excess of its
     carrying value.

     SAB Topic 5, Section P indicates that "charges which relate to activities
     for which the revenues and expenses have historically been included in
     operating income should generally be classified as an operating expense."
     Because the business and operations of GAF, which gave rise to the Linden
     Liabilities, have never been included in ISP's operating income, we do not
     believe that the related environmental provision should be included as an
     operating expense. Similar guidance is provided by FASB Statement of
     Concepts No. 6, paragraph 86 which states that the classification of an
     item as operating rather than non-operating is dependent upon the
     relationship of the charge to "an entity's major ongoing or central
     operations and activities". Based on this guidance, we believe that the
     expenses pertaining to the Linden property and the former business
     conducted by GAF should not be characterized as an operating expense
     because such expenses are not related to our principal activity of
     manufacturing and selling chemical products.

     We have also considered the applicability of SOP 96-1, paragraph 149 to our
     fact pattern and believe that it is inapplicable because "the events
     underlying the incurrence of the obligation" (i.e., the environmental
     liabilities) do not "relate to [the] entity's operations."

     We further supplementally advise the Staff that, in contrast to our
     treatment of the Linden-related environmental provisions, the Company's
     environmental provisions relating to locations involved with either our
     past or current lines of business are included in operating income.

3.   SIMILARLY, WE BELIEVE YOUR LEGAL AND RELATED COSTS DISCUSSED IN YOUR
     RESPONSE TO COMMENT 5 SHOULD ALSO BE REFLECTED AS AN OPERATING EXPENSE.
     PLEASE REVISE ACCORDINGLY.

     We supplementally advise the Staff that the legal and related costs
     previously recorded as non-operating expenses consist of two categories of
     expense. The first category represents legal costs incurred in connection
     with the Company's collection of insurance proceeds, substantially all of
     which are related to the Linden Liabilities, and the Company's development
     activities for the Linden property discussed in our response to Comment 2
     above. For the fiscal year ended December 31, 2004, these Linden-related
     legal costs amounted to approximately $700,000. We believe that these
     expenses should be accorded the same treatment as the environmental
     provisions referred to in Comment 2 above as they do not relate to the
     Company's past or present operations. The balance of the amounts included

                                       3
<PAGE>
INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC. HAVE REQUESTED
CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS LETTER PURSUANT TO RULE 83 (17
C.F.R. SEC. 200.83). THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE
DENOTED BY [***]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.

ISP-00004

     in legal and related costs consist of legal expenses that relate to matters
     other than the Company's activities at Linden. In the Company's Form 10-Q
     for the period ending October 2, 2005 (filed with the SEC on November 16,
     2005), the Company included these expenses as operating expenses and
     related amounts for the previous year were reclassified accordingly.
     Likewise, in future filings all similar non-Linden related legal and
     related costs will be treated as operating expenses.

4.   WHEN YOU INCUR EXPENSES THAT YOU BELIEVE ARE NOT ASSOCIATED WITH YOUR
     CURRENT OPERATING ACTIVITIES, BUT SUCH EXPENSES ARE REQUIRED TO BE INCLUDED
     IN THE DETERMINATION OF OPERATING INCOME, SUCH AS THOSE EXPENSES NOTED
     ABOVE, YOU MAY WANT TO CONSIDER HIGHLIGHTING THE EFFECT OF THESE ITEMS IN
     MD&A. SEE INSTRUCTION #3 TO ITEM 303(a) OF S-K.

     If applicable, in our future filings, we will consider highlighting in our
     MD&A the effect of expenses that are required to be included in operating
     income but which we do not believe to be associated with our current
     operating activities.

Note 2.  Summary of Significant Accounting Policies
---------------------------------------------------
Environmental Liability, page F-37
----------------------------------

5.   WE NOTE YOUR RESPONSE TO COMMENT 8. WE NOTE THAT YOU HAVE NOT ADDRESSED HOW
     YOU ACCOUNT FOR INSURANCE RECOVERIES. IN THIS REGARD, PLEASE NOTE OUR
     COMMENT FOR ISP CHEMCO, INC. REGARDING ENVIRONMENTAL LITIGATION.

     In the Company's Form 10-Q for the period ending October 2, 2005 (filed
     with the SEC on November 16, 2005), we expanded our accounting policy for
     environmental liability to clarify that we recognize receivables for
     estimated environmental recoveries that relate to both past expenses and
     estimated future liabilities when the claim for recovery is deemed
     probable. We will include similar disclosure in our future annual filings
     on Form 10-K. Please see the response to Comment 11, which is applicable to
     Holdings as well as to Chemco, for further discussion.

Note 18.  Business Segment Information, page F-67
-------------------------------------------------

6.   WE NOTE FROM YOUR RESPONSE TO COMMENT 11 THAT YOUR FOUR SPECIALTY CHEMICALS
     PRODUCT LINES ARE OPERATING SEGMENTS AS DEFINED BY PARAGRAPH 10 OF SFAS NO.
     131. WE ALSO NOTE THAT THE PERSONAL CARE; PHARMACEUTICAL, FOOD AND
     BEVERAGE; AND PERFORMANCE CHEMICALS OPERATING SEGMENTS MEET THE
     QUANTITATIVE THRESHOLD TO BE A REPORTABLE OPERATING SEGMENT PURSUANT TO
     PARAGRAPH 18 OF SFAS 131. ADDITIONALLY, WE NOTE THAT YOU BELIEVE THAT THESE
     FOUR OPERATING SEGMENTS MEET THE CRITERIA FOR AGGREGATION AS SET FORTH IN

                                       4
<PAGE>
INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC. HAVE REQUESTED
CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS LETTER PURSUANT TO RULE 83 (17
C.F.R. SEC. 200.83). THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE
DENOTED BY [***]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.

ISP-00005

     PARAGRAPH 17 OF SFAS 131. PLEASE NOTE THAT WE BELIEVE THAT THERE IS A HIGH
     THRESHOLD FOR DETERMINING "SIMILARITY" AS IT RELATES TO THE AGGREGATION
     CRITERIA OF SFAS 131. WITH THIS IN MIND, WE HAVE THE FOLLOWING COMMENTS:

     O    PROVIDE TO US YOUR LATEST FIVE YEARS OF SALES AND GROSS MARGIN TRENDS
          FOR EACH OF THESE OPERATING SEGMENTS. PLEASE ADDRESS ANY
          INCONSISTENCIES IN THE TRENDS THEY DEPICT.

     See the schedule of Specialty Chemicals sales and gross margin trends for
     the five-year period from 2000 to 2004, which is set forth below:

                                      [***]

     O    WE BELIEVE THAT YOU HAVE PRESENTED AN OVERLY BROAD VIEW OF WHAT
          CONSTITUTES SIMILAR PRODUCTS. DIFFERENTIATE FOR US THE NATURE OF
          PRODUCTS SOLD WITHIN EACH OPERATING SEGMENT. FOR INSTANCE, CLARIFY HOW
          THE SPECIFIC PRODUCTS SOLD TO YOUR PHARMACEUTICAL CUSTOMERS ARE
          SIMILAR TO THE SPECIFIC PRODUCTS SOLD WITHIN YOUR OTHER OPERATING
          SEGMENTS. THE FACT THAT THE PRODUCTS ARE "...MARKETED TO CUSTOMERS WHO
          INTEGRATE THEM INTO CONSUMER AND INDUSTRIAL PRODUCTS WHICH ARE SOLD
          WORLDWIDE" DOES NOT NECESSARILY MAKE THESE PRODUCTS SIMILAR.

     Nature of the Products:

     Over 80% of our Specialty Chemicals products sales come from the same
     acetylene-based root chemistry. The two major chemical product families
     produced are polyvinyl pyrrolidone (PVP) polymers and copolymers, and
     methyl vinyl ether/maleic andydride (MVE/MA) copolymers. These chemicals
     share common functional properties and serve as fixatives, dispersants,
     binders, solubilizers, disintegrants, stabilizers, clarifiers and adhesives
     used in numerous applications. Because of these characteristics, our
     specialty chemicals are important ingredients for applications involving
     personal care products such as skin care and hair care, pharmaceutical and
     oral care products, food and beverages, and performance chemical products
     such as coatings, adhesives, and household and industrial cleaning
     products. The vast majority of our Specialty Chemicals products are
     produced by the same chemical processes primarily at two manufacturing
     facilities. In fact, many of the products are essentially identical with
     the same basic specifications and are sold into multiple industries.

     Our PVP product family includes what we refer to as crosslinked PVP
     (insoluble form) which is used for the exact same application of
     disintegration (e.g., breaking a tablet apart) whether it is in a
     performance chemicals product such as a detergent laundry tablet, or
     pharmaceutical and oral care products such as a vitamin tablet or a
     denture-cleaning tablet. Crosslinked PVP is also used as a stabilizer and

                                       5
<PAGE>
INTERNATIONAL SPECIALTY HOLDINGS INC. AND ISP CHEMCO INC. HAVE REQUESTED
CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS LETTER PURSUANT TO RULE 83 (17
C.F.R. SEC. 200.83). THE CONFIDENTIAL PORTIONS HAVE BEEN