================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(X)         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 2001

                                       OR

( )         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ____________ to ____________

                         Commission File Number: 0-24813

                               INSILCO HOLDING CO.
                               -------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                                     06-1158291
                --------                                     ----------
     (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

          425 Metro Place North
               Fifth Floor
              Dublin, Ohio                                         43017
              ------------                                         -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

                                  614-792-0468
                                  ------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (X) Yes ( ) No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of November 7, 2001,
1,480,849 shares of common stock, $.001 par value, were outstanding.

================================================================================
<PAGE>

                      INSILCO HOLDING CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q


                                                                            Page
                                                                            ----
PART I.   FINANCIAL INFORMATION
-------------------------------

Item 1.   Financial Statements (unaudited)                                    4

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                          19

Item 3.   Quantitative and Qualitative Disclosure About Market Risk          25

PART II.  OTHER INFORMATION
---------------------------

Item 1.   Legal Proceedings                                                  25

Item 2.   Changes in Securities and Use of Proceeds                          25

Item 3.   Defaults upon Senior Securities                                    25

Item 4.   Submission of Matters to a Vote of Securities Holders              25

Item 5.   Other Information                                                  25

Item 6.   Exhibits and Reports on Form 8-K                                   25





                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION
                          -----------------------------

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
        --------------------------------
                                                                            Page
                                                                            ----

        Condensed Consolidated Balance Sheets at September 30, 2001
        and December 31, 2000                                                 4

        Condensed Consolidated Statements of Operations for the three
        months and nine months ended September 30, 2001 and 2000              5

        Condensed Consolidated Statements of Cash Flows for the
        nine months ended September 30, 2001 and 2000                         6

        Notes to the Condensed Consolidated Financial Statements              7

        Report of Independent Accountants                                    18






















                                       3
<PAGE>

                      INSILCO HOLDING CO. AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)
<TABLE><CAPTION>
                                                                                           As of
                                                                                -----------------------------
                                                                              September 30,        December 31,
                                                                                  2001                2000
                                                                                ---------           ---------
<S>                                                                             <C>                    <C>
                                                 Assets                        (Unaudited)          (Note 1)
                                                 ------
Current assets:
   Cash and cash equivalents                                                    $  23,035              28,087
   Trade receivables, net                                                          40,090              61,609
   Other receivables                                                                1,574               1,818
   Inventories, net                                                                48,027              58,779
   Deferred taxes                                                                   2,622               2,373
   Prepaid expenses and other current assets                                        2,143               5,400
                                                                                ---------           ---------

     Total current assets                                                         117,491             158,066

Property, plant and equipment, net                                                 55,513              58,274
Deferred taxes                                                                     12,247               1,077
Goodwill, net                                                                      55,932             121,326
Other assets and deferred charges                                                  16,330              17,745
                                                                                ---------           ---------
     Total assets                                                               $ 257,513             356,488
                                                                                =========           =========
                                 Liabilities and Stockholders' Deficit
                                 -------------------------------------
Current liabilities:
   Current portion of long-term debt                                            $   5,206               5,210
   Accounts payable                                                                17,815              28,655
   Accrued expenses                                                                18,256              34,369
   Income taxes payable                                                             6,678               6,915
   Other current liabilities                                                        6,426               7,431
                                                                                ---------           ---------
     Total current liabilities                                                     54,381              82,580

Long-term debt, excluding current portion                                         439,626             374,956
Other long-term obligations, excluding current portion                             39,337              38,065
15% Preferred stock; 3,000,000 shares authorized; 1,400,000 shares
  issued and outstanding at September 30, 2001 and December 31, 2000,
  (redemption value $73,000,000)                                                   53,036              47,088
Contingencies (See Note 6 and 7)
Stockholders' deficit:
   Common stock, $.001 par value; 15,000,000 shares authorized;
     1,480,849 shares issued and outstanding at September 30, 2001 and
     December 31, 2000                                                                  1                   1
   Additional paid-in capital                                                      69,834              69,834
   Accumulated deficit                                                           (393,922)           (252,461)
   Accumulated other comprehensive loss                                            (4,780)             (3,575)
                                                                                ---------           ---------
    Stockholders' deficit                                                        (328,867)           (186,201)
                                                                                ---------           ---------
     Total liabilities and stockholders' deficit                                $ 257,513             356,488
                                                                                =========           =========

See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
                                       4
<PAGE>

                      INSILCO HOLDING CO. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE><CAPTION>
                                                             Three Months Ended                 Nine Months Ended
                                                                 September 30,                     September 30,
                                                           -------------------------         -------------------------
                                                             2001             2000             2001             2000
                                                           --------         --------         --------         --------
<S>                                                        <C>                <C>             <C>              <C>
Net sales                                                  $ 56,548           99,510          194,906          270,179
Cost of products sold                                        48,721           70,503          163,702          194,367
Depreciation and amortization                                 5,083            3,707           15,401           10,386
Goodwill impairment charge                                     --               --             97,308             --
Selling, general and administrative expenses                  9,127           13,723           28,100           37,678
Restructuring charge                                            891             --                891             --
                                                           --------         --------         --------         --------
   Operating income (loss)                                   (7,274)          11,577         (110,496)          27,748
                                                           --------         --------         --------         --------
Other income (expense):
   Interest expense                                         (14,360)         (12,807)         (39,285)         (38,565)
   Interest income                                            1,085               14            3,632              167
   Other, net                                                   200               25              (52)            (327)
                                                           --------         --------         --------         --------

     Total other expense                                    (13,075)         (12,768)         (35,705)         (38,725)
                                                           --------         --------         --------         --------
   Loss before income taxes, extraordinary
   item and discontinued operations                         (20,349)          (1,191)        (146,201)         (10,977)
Income tax benefit                                            3,028            1,745           10,688            4,892
                                                           --------         --------         --------         --------
   Income (loss) before extraordinary item and
     discontinued operations                                (17,321)             554         (135,513)          (6,085)
Extraordinary item, net of tax                                 --             (2,924)            --             (2,924)
                                                           --------         --------         --------         --------
   Loss before discontinued operations                      (17,321)          (2,370)        (135,513)          (9,009)
Discontinued operations, net of tax:
    Income from operations                                     --              1,023             --              5,948
     Gain on sale                                              --             20,545             --             63,583
                                                           --------         --------         --------         --------
       Income from discontinued operations                     --             21,568             --             69,531
                                                           --------         --------         --------         --------
   Net income (loss)                                        (17,321)          19,198         (135,513)          60,522
Preferred stock dividend                                     (2,056)          (1,775)          (5,948)          (5,134)
                                                           --------         --------         --------         --------
   Net income (loss) available to common                   $(19,377)          17,423         (141,461)          55,388
                                                           ========         ========         ========         ========

Basic earnings (loss) available per common share:
   Loss from continuing operations                         $ (12.93)           (0.81)          (94.37)           (7.37)
   Loss from extrordinary item                                 --              (1.94)            --              (1.92)
   Discontinued operations                                     --              14.31             --              45.66
                                                           --------         --------         --------         --------
   Basic net income (loss)                                 $ (12.93)           11.56           (94.37)           36.37
                                                           ========         ========         ========         ========

Diluted earnings (loss) available per common share:
   Loss from continuing operations                         $ (12.93)           (0.77)          (94.37)           (7.37)
   Loss from extraordinary item                                --              (1.83)            --              (1.92)
   Discontinued operations                                     --              13.54             --              45.66
                                                           --------         --------         --------         --------
   Diluted net income (loss)                               $ (12.93)           10.94           (94.37)           36.37
                                                           ========         ========         ========         ========

See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>

                      INSILCO HOLDING CO. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)
<TABLE><CAPTION>
                                                                           Nine Months Ended
                                                                              September 30,
                                                                       ---------------------------
                                                                          2001             2000
                                                                       ---------         ---------
<S>                                                                    <C>                  <C>
Cash flows from operating activities:
    Net income (loss)                                                  $(135,513)           60,522
    Adjustments to reconcile net income (loss) to net cash
     used in operating activities:
       Net income from discontinued operations                              --              (5,948)
       Depreciation and amortization                                      15,401            10,386
       Deferred taxes                                                    (10,530)           (2,478)
       Goodwill impairment charge                                         97,308              --
       Other noncash charges and credits                                  13,918            15,479
       Change in operating assets and liabilities:
         Receivables                                                      26,271            (7,626)
         Inventories                                                      15,068           (10,220)
         Prepaids                                                          3,325            (5,129)
         Payables                                                        (13,927)            5,989
         Other current liabilities and other                             (18,797)          (13,305)
       Discontinued operations:
         Gain on sale                                                       --             (63,583)
         Depreciation                                                       --               6,950
         Changes in discontinued operations                                 --               8,037
                                                                       ---------         ---------
           Net cash used in operating activities                          (7,476)             (926)
                                                                       ---------         ---------
    Cash flows from investing activities:
       Capital expenditures                                               (5,241)           (6,074)
       Acquisitions, net of cash acquired                                (44,174)         (156,193)
       Other investing activites                                              85               319
       Discontinued operations:
         Proceeds from sale                                                 --             217,343
         Capital expenditures                                               --              (5,341)
                                                                       ---------         ---------
           Net cash provided by (used in) investing activities           (49,330)           50,054
                                                                       ---------         ---------
    Cash flows from financing activities:
       Proceeds from long-term debt                                       40,000            39,918
       Principal and other debt payments                                  (4,014)             --
       Return of equity units to management                                 --                (925)
       Payments of debt issuance and tender costs                         (1,589)             --
       Proceeds from (payments on) revolving credit facility              18,000           (77,027)
                                                                       ---------         ---------
           Net cash provided by (used in) financing activities            52,397           (38,034)
                                                                       ---------         ---------
Effect of exchange rate changes on cash                                     (643)                9
                                                                       ---------         ---------
           Net increase (decrease) in cash and cash equivalents           (5,052)           11,103
Cash and cash equivalents at beginning of period                          28,087             6,454
                                                                       ---------         ---------
Cash and cash equivalents at end of period                             $  23,035            17,557
                                                                       =========         =========

Interest paid                                                          $  26,231            31,015
                                                                       =========         =========

Income taxes paid (refunded)                                           $  (2,495)            2,629
                                                                       =========         =========

See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>

                                       6
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

(1)        Basis of Presentation
           ---------------------

           The condensed consolidated financial statements as of and for the
           three and nine-month periods ended September 30, 2001 and 2000 are
           unaudited and are presented pursuant to the rules and regulations of
           the Securities and Exchange Commission. Accordingly, these condensed
           consolidated financial statements should be read in conjunction with
           the consolidated financial statements and notes thereto contained in
           the Company's 2000 Annual Report on Form 10-K. In the opinion of
           management, the accompanying condensed consolidated financial
           statements reflect all adjustments (which are of a normal recurring
           nature) necessary for a fair statement of the results for the interim
           periods, but are not necessarily indicative of the results of
           operations for a full fiscal year.

           The condensed consolidated financial statements as of and for the
           three and nine month periods ended September 30, 2001 included herein
           have been reviewed by the independent public accounting firm of
           PricewaterhouseCoopers LLP and the report of such firm follows the
           Notes to the Condensed Consolidated Financial Statements.
           PricewaterhouseCoopers LLP is not subject to the liability provisions
           of Section 11 of the Securities Act of 1933 for its report on the
           condensed consolidated financial statements because that report is
           not a "report" within the meaning of Sections 7 and 11 of that Act.

           Certain prior year amounts have been reclassified to conform to the
           current year presentation.

(2)        Discontinued Operations
           -----------------------

           On August 25, 2000, the Company sold its "Automotive Businesses" to
           ThermaSys Holding Company, ThermaSys Corporation ("ThermaSys"), a
           wholly owned subsidiary of ThermaSys Holding Company, ThermaSys I,
           Inc., ThermaSys II, Inc., and ThermaSys III, Inc., for net proceeds
           of $144.5 million. The ThermaSys companies are owned by the Company's
           majority stockholders. The gain on sale was $20.5 million, net of
           taxes of $17.3 million. The "Automotive Businesses" manufacture, sell
           and distribute tubing and heat exchanger products and transmission
           and suspension components through General Thermodynamics and Thermal
           Components, both divisions of the Company, and the following
           wholly-owned subsidiaries of the Company: Steel Parts Corporation,
           Arup Alu-Rohr und Profil GmbH, Thermal Transfer Products, Ltd., Great
           Lake, Inc., and Thermal Components Inc., as well as the Company's 51%
           ownership in Dalian General Thermodynamics Incorporated, Ltd. As a
           result of this sale, the accompanying consolidated statements of
           operations and cash flows are reclassified to account for the sale of
           the "Automotive Businesses" as a discontinued operation. Proceeds
           from the sale were used to reduce bank debt.

           On February 11, 2000, the Company, through its wholly-owned
           subsidiary Insilco Technologies, Inc. ("Insilco"), executed a
           definitive sale agreement with TP Acquisition Corp., a wholly-owned
           subsidiary of Castle Harlan Partners III, L.P. to sell its publishing
           business, Taylor Publishing Company for gross proceeds of
           approximately $93.5 million. Closing proceeds of approximately $72.8
           million from this transaction plus approximately $21.2 million in
           retained customer deposits, net of other working capital adjustments
           were used to reduce borrowings under Insilco's Term Credit Facility.
           The gain on the sale was $43.0 million, net of taxes of $23.6
           million.

                                       7
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

(3)        Acquisitions
           ------------

           On January 10, 2001, through Insilco, the Company acquired the
           outstanding equity interests in InNet Technologies, Inc. ("InNet"),
           excluding approximately 16% of the outstanding equity interests that
           the Company already owned. InNet, now a wholly-owned subsidiary, is a
           California-based designer, developer and marketer of a broad range of
           magnetic interface products for networking, computer and
           telecommunications original equipment manufacturers. The gross
           purchase price paid for the remaining equity interests was $44.9
           million and was financed with cash and additional borrowings of $25.0
           million under Insilco's Term B Facility provided for under the Credit
           Agreement. The purchase method of accounting has been used to account
           for the purchase; accordingly the results of operations of InNet have
           been included in the Company's consolidated financial statements from
           January 10, 2001. The purchase price, net of cash acquired and
           including costs incurred directly related to the transaction, was
           $44.2 million. The preliminary excess of the purchase price over
           identifiable assets acquired was $37.9 million, which was being
           amortized on a straight-line basis over 20 years. At June 30, 2001,
           the Company evaluated the fair value of the InNet goodwill and
           recorded a pre-tax charge of $7.5 million and changed the useful life
           of the remaining goodwill to 7 years. For further discussion see Note
           14, Impairment of Goodwill. The Company expects to have adjustments
           to this preliminary amount resolved within one year and does not
           expect further adjustments to be material. This acquisition did not
           result in a significant business combination within the definition
           provided by the Securities and Exchange Commission.

           On August 25, 2000, the Company, through Insilco, purchased Precision
           Cable Manufacturing ("Precision") for a gross purchase price of $54.8
           million, including final working capital adjustments. The purchase
           price, net of cash acquired, and including estimated costs incurred
           directly related to the transaction and final working capital
           adjustments, was $55.0 million. Precision is a Rockwall, Texas-based
           cable and wire assembly provider primarily to the telecommunications
           industry. The purchase price was financed with borrowings under the
           Credit Agreement. The purchase method of accounting has been used to
           account for the purchase; accordingly the results of operations of
           Precision have been included in the Company's consolidated financial
           statements from August 25, 2000. The excess of the purchase price
           over net identifiable assets acquired was $37.6 million, and was
           being amortized on a straight-line basis over 20 years. At June 30,
           2001, the Company evaluated the fair value of the Precision goodwill
           and recorded a pre-tax charge of $14.9 million and changed the useful
           life of the remaining goodwill to 7 years. For further discussion see
           Note 14, Impairment of Goodwill. The acquisition did not result in a
           significant business combination within the definition provided by
           the Securities and Exchange Commission.

           On February 17, 2000, the Company, through Insilco and through two
           newly created wholly owned subsidiaries, Insilco Technology (Canada)
           Corporation and 9087-3498 Quebec Inc., executed a definitive
           agreement to purchase 9011-7243 Quebec Inc., known as TAT
           Technologies. 9087-3498 Quebec Inc., purchased 9011-7243 Quebec Inc.
           The surviving company, TAT Technologies, is a wholly owned subsidiary
           of Insilco Technology (Canada) Corporation and is a Montreal-based
           provider of cable and wire assemblies. The entire purchase price was
           financed with borrowings under Insilco's Term B Facility. The gross
           purchase price paid by the Company was $102.1 million. The purchase
           price, net of cash acquired and including estimated costs incurred
           directly related to the transaction was $100.6 million. The purchase
           method of accounting has been used to account for the purchase,
           accordingly, the results of operations of TAT have been included in
           the Company's


<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

           consolidated financial statements from February 17, 2000. The excess
           of the purchase price over net identifiable assets acquired is $82.4
           million, and was being amortized on a straight-line basis over 20
           years. At June 30, 2001, the Company evaluated the fair value of the
           TAT Technologies goodwill and recorded a pre-tax charge of $74.9
           million and changed the useful life of the remaining goodwill to 7
           years. For further discussion see Note 14, Impairment of Goodwill.

           As a result of these transactions, the Company's condensed
           consolidated results for the periods presented are not directly
           comparable. Pro forma results of operations for the three months and
           nine months ended September 30, 2001 and 2000, which assume the
           transactions occurred at the beginning of the period are as follows
           (in thousands, except per share data):

<TABLE><CAPTION>
                                                                 Three months ended               Nine months ended
                                                                   September 30,                     September 30,
                                                             -------------------------         -------------------------
                                                               2001             2000             2001             2000
                                                             --------         --------         --------         --------
<S>                                                          <C>               <C>              <C>              <C>
           Net Sales                                         $ 56,548          119,008          194,906          322,373

           Loss available to common                          $(19,377)          (1,604)        (141,461)         (11,473)

           Diluted loss per share available to common        $ (12.93)           (1.01)          (94.37)           (7.53)
</TABLE>

(4)      Inventories
         -----------

         Inventories consisted of the following (in thousands):

                                                      As of
                                             ----------------------
                                          September 30,    December 31,
                                               2001           2000
                                             -------        -------

           Raw materials and supplies        $23,633         31,620
           Work-in-process                     8,362         11,234
           Finished goods                     16,032         15,925
                                             -------        -------

               Total inventories             $48,027         58,779
                                             =======        =======

(5)      Capital Stock and Warrants
         --------------------------

         Through September 30, 2001, the Company has cumulatively accreted $21.0
million towards the payment of dividends on the PIK (Paid in Kind) Preferred
Stock.

         At September 30, 2001, 49,000 warrants to purchase 15,925 shares of the
Company's Common Stock at a purchase price of $0.01 per share remain
outstanding.

                                       9
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

(6)      Contingencies
         -------------

         The Company is involved in various legal proceedings, including
         environmental matters, of a nature considered normal to its business.
         It is the Company's policy to accrue for amounts related to these legal
         matters if it is probable that a liability has been incurred and an
         amount is reasonably estimable. In the opinion of management, the
         ultimate disposition of these matters will not have a material adverse
         effect on the Company's consolidated financial position, results of
         operations or liquidity.

(7)      Long-Term Debt
         --------------

         A summary of long-term debt is as follows (in thousands):

                                              September 30,      December 31,
                                                   2001              2000
                                                ---------         ---------

           Term A Facility                      $  32,375            35,000
           Term B Facility                        148,937           125,250
           Term C Loans                            15,000              --
           12% Senior Subordinated Notes          119,829           119,807
           14% Senior Discount Notes              105,640            95,165
           Revolving Facility                      22,500             4,500
           Other                                      551               444
                                                ---------         ---------
                                                  444,832           380,166
           Less current portion                    (5,206)           (5,210)
                                                ---------         ---------
                                                $ 439,626           374,956
                                                =========         =========

         As of September 30, 2001, the Company was in full compliance with the
         terms of the Amended Credit Agreement.

         At November 12, 2001, the Company had cash and borrowing availability
         of approximately $34 million. The Company remains highly leveraged and
         the magnitude and duration of market circumstances could impact its
         ability to meet certain financial covenants within the Amended Credit
         Agreement. This, in turn, could in turn impact its principal sources of
         liquidity, which include cash on-hand, cash from operating activities
         and potential funding under the Amended Credit Agreement. Thus,
         limiting the Company's ability to meet future cash requirements for
         working capital, capital expenditures, interest, taxes and debt
         repayments and the execution of its business strategies. Such
         limitations could force the Company to consider alternatives that may
         include negotiating further amendments to the Amended Credit Agreement,
         attempting to obtain commitments for additional new tranche loans or
         notes, asset sales, a sale of the Company or other remedies appropriate
         for the circumstances.

         On June 30, 2001, Insilco was not in compliance with certain financial
         covenants under its Credit Agreement. In response to this situation,
         Insilco entered into negotiations with its lenders and the Company's
         equity holders which resulted, on August 15, 2001, in waivers by
         Insilco's lenders of such defaults, an amendment and restatement of the
         Credit Agreement ("Amended Credit Agreement" or "Amendment") and the
         investment by certain of the Company's equity holders of an additional
         $15.0 million in senior unsecured loans to Insilco under the Amended
         Credit Agreement.

         Pursuant to the Amended Credit Agreement, the cash interest rate on
         existing loans, and the fees payable with respect to outstanding
         letters of credit, were increased by 0.75% and the unused commitment
         fee under the revolving credit portion of the Amended Credit Agreement
         was increased by 0.25%. The Amendment also requires Insilco to accrue
         deferred interest and fees on outstanding loans and letters of credit
         at a rate of 2.00% per annum until the later of the delivery of
         Insilco's financial statements for the fiscal quarter ending December
         31, 2002 and Insilco achieving $38.0 million of EBITDA in a twelve
         month period for two consecutive fiscal quarters, with such accrued
         interest to be subject to an aggregate minimum of $7.0 million. Such
         deferred interest and fees will be payable on the

                                       10
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

         maturity date of the corresponding loans and commitments but will,
         beginning on the date such deferred amounts cease to accrue, bear cash
         interest, payable monthly, at a rate equal to one-month LIBOR plus
         4.00%.

         The Amendment also replaced the existing financial covenants with a
         minimum EBITDA test, a maximum indebtedness test, and, with effect from
         the fiscal quarter ending December 31, 2003, a minimum fixed charge
         coverage ratio test. In addition, Insilco's ability to make capital
         expenditures and investments and to incur indebtedness was further
         restricted and Insilco agreed to provide certain additional collateral
         to its existing lenders under the Amended Credit Agreement.

         The Amendment also provided for $15.0 million of additional funds to be
         invested by certain of the Company's existing equity holders in the
         form of a new tranche of senior, unsecured loans ("Term C Loans") under
         the Amended Credit Agreement. The proceeds on these loans were received
         on August 14, 2001. These new loans accrue interest, which will
         compound quarterly but not be paid in cash until the maturity date of
         the loans on June 25, 2007, at a rate based on Insilco's leverage ratio
         as follows:


                Leverage Ratio                                    Interest Rate
                Greater than 6.0:1                                        30.0%
                Greater than 5.0:1 but not greater than 6.0:1             25.0%
                Greater than 4.0:1 but not greater than 5.0:1             20.0%
                Less than or equal to 4.0:1                               15.0%

         At September 30, 2001, the interest rate on these Term C Loans was 30%.

         In conjunction with the borrowing of the Term C Loans, Insilco granted
         the lenders making such loans warrants to purchase approximately 60,000
         shares of its common stock at $0.01 per share, which would, upon
         exercise, constitute approximately 38% of Insilco's common stock then
         outstanding. At September 30, 2001, the warrants were still
         outstanding.

         In addition to this $15.0 million of loans made at the closing of the
         Amendment, the Amendment permits the incurrence by Insilco of (i) up to
         $15.0 million of further senior, unsecured loans under the Amended
         Credit Agreement on the same basis and (ii) up to another $15.0 million
         of senior subordinated notes with a stated maturity and interest rate
         substantially identical to the new loans under the Amended Credit
         Agreement but otherwise with terms substantially similar to Insilco's
         outstanding 12% Senior Notes due 2007. The lenders of any such loans
         and the purchasers of any such notes are entitled to receive warrants
         to purchase four shares of Insilco's common stock for every $1,000
         principal amount of loans made or notes purchased. Proceeds of any such
         additional loans or notes will be included as EBITDA under the Amended
         Credit Agreement for purposes of determining Insilco's compliance with
         the new minimum EBITDA covenant contained in the Amended Credit
         Agreement. While the Amendment permits Insilco to incur such additional
         loans and issue such notes, Insilco has not sought or obtained any
         commitments to make any such loans or purchase any such notes and there
         can be no assurance that any such commitments will be forthcoming if
         Insilco seeks them.

         In anticipation of the amendment and restatement of its Credit
         Agreement, on August 13, 2001, Insilco permanently reduced the
         commitments under the revolving credit portion of its Credit Agreement
         from $50 million to $44 million.

                                       11
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

         Also, in anticipation of such amendment and restatement, the making of
         the $15.0 million of additional loans thereunder and the issuance of
         warrants to purchase Insilco's common stock, on August 14, 2001, (i)
         Insilco's charter was amended to increase the number of its authorized
         shares of common stock from 1,000 to 1,000,000 and (ii) Insilco
         effected a 1,000:1 stock split, thereby increasing the number of its
         outstanding shares of common stock from 100 to 100,000.

         On August 25, 2000, through Insilco, the Company amended and restated
         Insilco's Bank Credit Agreement ("Credit Agreement"). The Credit
         Agreement provides for three credit facilities (the "Credit
         Facilities"): a $50.0 million, 6 year senior secured revolving loan
         ("Revolving Facility"), a $35.0 million 6 year senior secured
         amortizing Term A loan ("Term A Facility") and a $125.0 million, 7 year
         senior secured amortizing Term B loan ("Term B Facility"). The Company
         also had the option to increase the Credit Facilities by an additional
         $25.0 million. On January 10, 2001, the Company used this option to
         increase the Credit Facilities, under the Term B Facility, by $25.0
         million to partially fund the acquisition of InNet Technologies, Inc.
         (see further discussion at Note 3.) As a result of these actions, in
         the third quarter of 2000, the Company recorded an extraordinary charge
         of $4.8 million (net of a tax benefit of $1.9 million) related to the
         write-off of unamortized debt issuance costs associated with Insilco's
         1998 Bank Credit Agreement.

         The Revolving Facility provides for a $35.0 million sublimit for
         issuance of letters of credit and up to a $15.0 million sublimit for
         Canadian Dollar borrowings and up to a $15.0 million sublimit for Euro
         Dollar borrowings. The Revolving Facility matures on the sixth
         anniversary of the agreement. There are no mandatory prepayments.

         The Term A Facility is subject to mandatory quarterly prepayments in
         each of its six years, beginning with December 2000, as follows:
         $875,000 for the first two years, $1,312,500 for the third year,
         $1,750,000 for the fourth and fifth years and $2,187,500 for the final
         year. The Term B Facility is subject to mandatory quarterly prepayments
         of $375,000 for the first six years and quarterly payments of $35.3
         million in the seventh year. The Term C Loans are due on June 25, 2007.
         There are no mandatory prepayments on the Term C Loans.

         Interest accrues under the Credit Facilities at floating rates
         calculated with respect to either the London Interbank Offered Rate
         ("LIBOR") or Bank One's Base Rate, plus an applicable margin. LIBOR at
         September 30, 2001 was 2.637%. The margin, in turn, fluctuates based on
         the leverage ratio (as defined in the Bank Credit Agreement). The
         Company also pays an unused commitment fee, which also fluctuates based
         upon the leverage ratio of the Company and is based upon availability
         under the Revolving Facility. At September 30, 2001, the applicable
         margin for the Term A Facility and the Revolving Facility was LIBOR
         plus 4.0%. At September 30, 2001, the applicable margin for the Term B
         Facility was LIBOR plus 4.5%. The unused commitment fee at September
         30, 2001 was 0.75%. The applicable margins and unused commitment fee
         are determined by the Company's leverage ratio.

(8)     Segment Information
        -------------------

         The following summary financial information by business segment (in
         thousands) is consistent with the basis of segmentation and measurement
         of segment profit or loss used in the Company's December 31, 2000
         condensed consolidated financial statements:

                                       12
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

<TABLE><CAPTION>
                                                        Three Months Ended                 Nine Months Ended
                                                           September 30,                      September 30,
                                                     -------------------------         -------------------------
                                                       2001             2000             2001             2000
                                                     --------         --------         --------         --------
<S>                                                  <C>                <C>              <C>             <C>
NET SALES:
   Custom Assemblies                                 $ 23,917           52,566           88,475          131,693
   Passive Components                                  18,718           28,191           60,583           78,138
   Precision Stampings                                 13,913           18,753           45,848           60,348
                                                     --------         --------         --------         --------
     Total net sales                                 $ 56,548           99,510          194,906          270,179
                                                     ========         ========         ========         ========

LOSS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES:
   Custom Assemblies                                 $    (86)           8,876            5,072           20,830
   Passive Components                                     522            4,738            1,869           13,402
   Precision Stampings                                    294            2,752            1,664            8,330
   Unallocated corporate operating expenses              (679)          (1,082)          (2,117)          (3,323)
                                                     --------         --------         --------         --------
     Earnings before interest, taxes
       depreciation and amortization (EBITDA)              51           15,284            6,488           39,239
   Depreciation and amortization                       (5,083)          (3,707)         (15,401)         (10,386)
   Goodwill impairment charge                            --               --            (97,308)            --
   Unallocated non-operating amounts:
     Significant legal expense                             42             --                (87)            (343)
     Severance and other                               (2,284)            --             (4,188)            (762)
                                                     --------         --------         --------         --------
       Total operating income (loss)                   (7,274)          11,577         (110,496)          27,748
   Interest expense                                   (14,360)         (12,807)         (39,285)         (38,565)
   Interest income                                      1,085               14            3,632              167
   Other, net                                             200               25              (52)            (327)
                                                     --------         --------         --------         --------
     Loss from continuing
       operations before income taxes                $(20,349)          (1,191)        (146,201)         (10,977)
                                                     ========         ========         ========         ========
Income (loss) before extraordinary item
   and discontinued operations                       $(17,321)             554         (135,513)          (6,085)
                                                     ========         ========         ========         ========
</TABLE>

          A summary of identifiable assets by segment follows (in thousands):

                                          As of
                            September 30,       December 31,
                                2001                2000
                             ----------          ----------

Custom Assemblies            $   90,598             217,739
Passive Components               79,837              57,431
Precision Stampings              47,674              52,563
Corporate                        39,404              28,755
                             ----------          ----------
   Total                     $  257,513             356,488
                             ==========          ==========

                                       13
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

         The significant decrease in the Custom Assemblies' identifiable assets
         is due to the TAT Technologies and Precision goodwill impairment
         charges. The significant increase in identifiable assets of Passive
         Components relates to the acquisition of InNet in January 2001 (see
         Notes 3 and 14).

(9)      Comprehensive Income (Loss)
         ---------------------------

         Comprehensive income (loss) was ($17,703,000) and $18,949,000 for the
         three months ended September 30, 2001 and 2000, respectively, including
         other comprehensive loss consisting of foreign currency translation
         losses totaling $382,000 and $248,000, respectively. Comprehensive
         income (loss) for the nine months ended September 30, 2001 and 2000,
         respectively, was ($136,722,000) and $59,867,000 including other
         comprehensive loss consisting of foreign currency translation losses
         totaling $1,209,000 and $652,000, respectively.

(10)     Related Party Transactions
         --------------------------

         The Company paid Credit Suisse First Boston ("CSFB") retainer fees of
         $150,000 year to date September 30, 2001. The Company paid Donaldson,
         Lufkin & Jenrette Securities Corporation ("DLJSC") retainer fees of
         $75,000 and advisory fees of $104,000 year to date September 30, 2000.
         CSFB acquired DLJSC during 2000. The Company had a payable to CSFB for
         retainer fees related to investment banking services of $150,000 and
         $225,000 at September 30, 2001 and 2000. The Company also paid $625,000
         in underwriting fees to CSFB in the first quarter of 2001.

         The Company received $419,000 and $711,000 from ThermaSys for
         management fees and other miscellaneous items for the three-month and
         nine-month periods ended September 30, 2001, respectively. At September
         30, 2001 and December 31, 2000, the Company had net receivables from
         ThermaSys of $76,000 and $152,000, respectively. The September 30, 2001
         net receivable consisted of $62,000 for management services provided to
         ThermaSys by the Company and $14,000 for services shared with and
         reimbursable to the Company. The December 31, 2000 receivable consisted
         of $148,000 for management services provided to ThermaSys by the
         Company and $4,000 for services shared with and reimbursable to the
         Company.




                                       14
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

(11)     Earnings Per Share
         ------------------

         The components of basic and diluted earnings per share were as follows
         (in thousands except per share data):
<TABLE><CAPTION>
                                                                   Three Months Ended                Nine Months Ended
                                                                    September 30,                     September 30,
                                                              -------------------------         -------------------------
                                                                2001             2000             2001             2000
                                                              --------         --------         --------         --------

         <S>                                                 <C>              <C>              <C>              <C>
         Net income (loss)                                    $(17,321)          19,198         (135,513)          60,522
         Preferred stock dividends                              (2,056)          (1,775)          (5,948)          (5,134)
                                                              --------         --------         --------         --------

            Net income (loss) available for common            $(19,377)          17,423         (141,461)          55,388
                                                              ========         ========         ========         ========

         Average outstanding shares of common stock              1,499            1,507            1,499            1,523
         Dilutive effect of stock options and warrants                               86
                                                              --------         --------         --------         --------
             Common stock and common stock equivalents           1,499            1,593            1,499            1,523
                                                              ========         ========         ========         ========

         Earnings (loss) per share available to common:

            Loss from continuing operations                   $ (12.93)           (0.81)          (94.37)           (7.37)
            Loss from extraordinary item                             -            (1.94)               -            (1.92)
            Income from discontinued operations                      -            14.31                -            45.66
                                                              --------         --------         --------         --------
              Basic                                           $ (12.93)           11.56           (94.37)           36.37
                                                              ========         ========         ========         ========

            Loss from continuing operations                   $ (12.93)           (0.77)          (94.37)           (7.37)
            Loss from extraordinary item                             -            (1.83)               -            (1.92)
            Income from discontinued operations                      -            13.54                -            45.66
                                                              --------         --------         --------         --------
              Diluted                                         $ (12.93)           10.94           (94.37)           36.37
                                                              ========         ========         ========         ========
</TABLE>

(12)     Dividend Restrictions
         ---------------------

         The Company is a holding company and its ability to make payments in
         respect of the 14% Notes is dependent upon the receipt of dividends or
         other distributions from its direct and indirect subsidiaries. Insilco
         and its subsidiaries are parties to the Bank Credit Agreement and
         Insilco is party to the 12% Note indenture, each of which imposes
         substantial restrictions on Insilco's ability to pay dividends or make
         other distributions to the Company. Under the Bank Credit Agreement,
         Insilco is prohibited from paying dividends.

(13)     Impact of Recently Issued Accounting Standards
         ----------------------------------------------

         In June 2000, the 2000 FASB issued Statement No. 138, "ACCOUNTING FOR
         CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES - AN
         AMENDMENT OF FASB STATEMENT 133". The Company

                                       15
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001


         adopted the new Statement effective January 1, 2001. The adoption did
         not have a significant effect on its results of operations or financial
         position.

         In July 2001, the FASB issued Statement No. 141, "BUSINESS
         COMBINATIONS" and Statement No. 142, "GOODWILL AND OTHER INTANGIBLE
         ASSETS". Statement No. 141 requires the use of the purchase method of
         accounting for all business combinations initiated after June 30, 2001,
         establishes specific criteria for the recognition of intangible assets
         separately from goodwill and requires unallocated negative goodwill to
         be written off immediately as an extraordinary gain. Statement No. 142
         makes the following significant changes: 1) goodwill and indefinite
         lived intangible assets will no longer be amortized, 2) goodwill will
         be tested for impairment at least annually at the reporting unit level,
         3) intangible assets deemed to have an indefinite life will be tested
         for impairment at least annually, and 4) the amortization period of
         intangible assets with finite lives will no longer be limited to forty
         years. The Company is required to adopt the provisions of Statement 141
         immediately, and Statement 142 effective January 1, 2002.

         As of the date of adoption, the Company expects to have unamortized
         goodwill in the amount of approximately $48.7 million, which will be
         subject to the transition provisions of Statement 142. Amortization
         expense related to goodwill was approximately $4.5 million and $6.1
         million for the year ended December 31, 2000, and the nine months ended
         September 30, 2001, respectively. Because of the extensive effort
         needed to comply with adopting the new rules, it is not practicable to
         reasonably estimate the impact of adopting these statements on the
         Company's financial statements at the date of this report, including
         whether any transitional impairment losses will be required to be
         recognized as the cumulative effect of a change in accounting
         principle.

         On October 4, 2001 the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards ("SFAS") No. 144,
         "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS". SFAS
         No. 144 supercedes SFAS 121 and applies to all long-lived assets
         (including discontinued operations) and consequently amends Accounting
         Principles Board Opinion No. 30 (APB 30), Reporting Results of
         Operations Reporting the Effects of Disposal of a Segment of a
         Business. SFAS 144 develops one accounting model (based on the model in
         SFAS 121) for long-lived assets that are to be disposed of by sale.
         This model requires that long-lived assets that are to be disposed of
         by sale be measured at the lower of book value or fair value less cost
         to sell. Additionally, SFAS 144 expands the scope of discontinued
         operations to include all components of an entity with operations that
         (1) can be distinguished from the rest of the entity and (2) will be
         eliminated from the ongoing operations of the entity in a disposal
         transaction. SFAS 144 is effective for the Company's first quarter in
         fiscal 2002. The Company is currently evaluating the impact of adopting
         SFAS 144.

(14)     Impairment of Goodwill
         -----------------------

         During the first half of 2001, the Company experienced a significant
         decrease in the rate of growth of its Custom Assemblies and Passive
         Components segments due to a dramatic decline in capital spending in
         the telecommunications industry. During the second quarter, major
         customers of the companies in these segments further reduced their
         order forecasts and canceled orders already placed. Management now
         believes that the growth prospects for these business segments are
         significantly less than previously expected and those of historical
         periods.

                                       16
<PAGE>

                               INSILCO HOLDING CO.

      Notes to the Condensed Consolidated Financial Statements (Unaudited)
                               September 30, 2001

         The Company reviews the value of its long-lived assets when events or
         changes in circumstances occur that indicate the carrying value of the
         asset may be impaired. As a result of the business conditions noted
         above, the Company concluded such a review was required for its three
         most recent acquisitions, TAT Technologies, in February 2000;
         Precision, in August 2000; and, InNet, in January 2001, and their
         related goodwill. The review was completed in four steps, 1) the
         Company estimated undiscounted future cash flows based on estimated
         growth levels to determine if an impairment had occurred, 2) the
         Company estimated a terminal value based on an appropriate multiple of
         EBITDA, 3) the Company discounted the future cash flows, using EBITDAs
         as proxies for those cash flows, to a present value using an
         appropriate discount rate, and 4) the Company compared the discounted
         net present value to the net assets of each of the three companies to
         determine the fair value of the goodwill.

         As a result of this review, the Company determined that the goodwill
         related to these acquisitions was impaired and in accordance with
         company policy it was necessary to write-down the goodwill to fair
         value. Thus, in June 2001, the Company recorded pre-tax charges of
         $97.3 million to impair a significant portion of goodwill. Of the total
         charge of $97.3 million, $74.9 million related to the goodwill
         resulting from the acquisition of TAT Technologies, $14.9 million
         related to the goodwill resulting from the acquisition of Precision and
         $7.5 million related to goodwill resulting from the acquisition of
         InNet.

(15)     Restructuring and Plant Closing Costs
         -------------------------------------

         During the quarter ended September 30, 2001, the Company recorded
         $891,000 of restructuring and plant closing costs relating to the
         closure of its Custom Assemblies headquarters in Morrisville, NC and
         one of its Precision Stampings facilities in Thomaston, CT. These costs
         include employee separation costs of $384,000, asset impairment costs
         of $140,000 and other costs of $367,000.

         These costs have been reflected in the Restructuring Charge line item
         on the Statement of Operations. The employee separation and other costs
         occurred at the North Carolina location. The decision to close Plant 2
         in Connecticut triggered the asset impairment.

         At September 30, 2001, the Company has an accrual of $751,000 relating
         to these restructuring charges, which is included in current
         liabilities.

<TABLE><CAPTION>
                                            As of                                              As of
                                           December                            Cash          September
                                           31, 2000         Accruals         Outlays          30, 2001
                                           --------         --------         --------         --------
         <S>                              <C>              <C>              <C>              <C>
         Restructuring Charges:
         Employee separations              $      -              384                -              384
         Other exit costs                         -              367                -              367
                                           --------         --------         --------         --------
         Subtotal                          $      -              751                -              751
                                           ========         --------         ========         ========
         Asset Impairment                                        140

                                                            --------
         Total restructuring charge                         $    891
                                                            ========
</TABLE>
         The headcount reduction from these activities was approximately 9
employees.

                                       17
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS



TO THE BOARD OF DIRECTORS AND
SHAREHOLDERS OF
INSILCO HOLDING CO.:

We have reviewed the accompanying condensed consolidated balance sheet of
Insilco Holding Co. and its subsidiaries as of September 30, 2001, and the
related condensed consolidated statements of operations for each of the
three-month and nine-month periods ended September 30, 2001 and the condensed
consolidated statement of cash flows for the nine-month period ended September
30, 2001. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.


/s/ PRICEWATERHOUSECOOPERS LLP
Columbus, Ohio
November 12, 2001

                                       18
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
        OF OPERATIONS
        -------------

OVERVIEW
--------

Our condensed consolidated results of the three month and nine month periods
ended September 30, 2000 and 2001, include the acquisition and divestiture of
various operations and, therefore, are not directly comparable. Pro forma
results of operations, which assume these transactions occurred at the beginning
of their respective periods, were disclosed in our Annual Report on Form 10-K
for the year ended December 31, 2000 and in Note 3 of the Notes to the Unaudited
Condensed Consolidated Financial Statements.

The discussion that follows is based on the summary financial information by
business segment presented in Note 8 of the Notes to the Unaudited Condensed
Consolidated Financial Statements. Consolidated net sales, EBITDA, and operating
income exclude the divestiture of our specialty publishing and automotive
segments, which are reported as discontinued operations.

Our performance continues to be impacted by a number of external factors,
including: the continued decelerating U.S. macroeconomic landscape; ongoing
financial issues with emerging telecom service providers; and cautious capital
spending by larger, well capitalized telecom service providers. These factors
have created a significant reduction in demand for our customers' end products
and have created excessive inventory levels throughout the supply-chain.

We continue to respond decisively to current market conditions with headcount
reductions and limited spending throughout our organization. In fact, since late
September, we have eliminated another 104 direct and 92 indirect personnel
representing nearly $6.0 million in annualized wages and fringes and have plans
to reduce ancillary annualized costs by an additional $2.0 million. This brings
our total reduction in personnel since December 31, 2000 to 2,325, or a decrease
of 53%, excluding China where we increased personnel by 547 as we work to
utilize our low cost facilities in this region.

CONSOLIDATED RESULTS OF OPERATIONS
----------------------------------

For the third quarter of 2001, our net sales decreased 43% to $56.5 million from
the $99.5 million recorded in the third quarter of 2000. For the first nine
months of 2001, our net sales decreased 28% to $194.9 million from the $270.2
million recorded in the first nine months of 2000. The decrease is due to the
decelerating macroeconomic conditions and reduced demand for our customers' end
products discussed in the overview above, offset partially by incremental sales
from our recent acquisitions.

Net sales from our Custom Assemblies segment in the third quarter 2001 decreased
$28.7 million, or 55%, to $23.9 million, from the $52.6 million recorded in the
third quarter of 2000. Sales in the first nine months of 2001 decreased $43.2
million, or 33%, to $88.5 million, from the $131.7 million recorded in the first
nine months of 2000. Sales of custom assemblies used in optical equipment
declined $26.9 million, or 92%, in the third quarter 2001 compared to the same
period last year and were down $58.9 million, or 80%, in the first nine months
of 2001 compared to the same period last year. This decrease was partially
offset by incremental sales from Precision, which was acquired in August 2000.

Net sales from our Passive Components segment in the third quarter 2001
decreased $9.5 million, or 34%, to $18.7 million, from the $28.2 million
recorded in the third quarter of 2000. Sales in the first nine months of 2001
decreased $17.5 million, or 22%, to $60.6 million, from the $78.1 million
recorded in the first nine months of 2000. Lower transformer and connector sales
were partially offset by incremental sales from InNet Technologies, which was
acquired in January 2001.

                                       19
<PAGE>

In the Precision Stamping segments, net sales in the third quarter 2001
decreased $4.9 million, or 26%, to $13.9 million from the $18.8 million recorded
in the third quarter of 2000. Sales in the first nine months of 2001 decreased
$14.5 million, or 24%, to $45.8 million from the $60.3 million recorded in the
first nine months of 2000. This decrease was due to a continued general slow
down in economic and manufacturing activity, lower automotive production rates,
and reduced demand from a large customer in the electrical market, which was in
the process of restructuring its Far East distribution channels.

EBITDA for the third quarter of 2001 decreased to $0.1 million from $15.3
million recorded in the third quarter of 2000. EBITDA for the first nine months
of 2001 decreased to $6.5 million from $39.2 million recorded in the first nine
months of 2000. The following is a discussion of the decrease in EBITDA by
segment.

EBITDA from our Custom Assemblies segment in the third quarter of 2001 decreased
$9.0 million to a loss of $0.1 million from income of $8.9 million recorded in
the third quarter of 2000. EBITDA in the first nine months of 2001 decreased
$15.7 million to $5.1 million from $20.8 million recorded in the first nine
months of 2000. The decreases were due to the sharp decline in sales, especially
to the optical equipment market, coupled with the recognition of certain
acquisition costs related to Precision. EBITDA margins for the third quarter
2001 and 2000 were (0.4%) and 16.9%, respectively, and EBITDA margins for the
first nine months of 2001 and 2000 were 5.7% and 15.8%, respectively.

In our Passive Components segment, EBITDA in the third quarter of 2001 decreased
$4.2 million to $0.5 million from $4.7 million recorded in the third quarter of
2000. EBITDA in the first nine months of 2001 decreased $11.5 million to $1.9
million from $13.4 million recorded in the first nine months of 2000. The
decreases reflect lower connector and transformer sales, a mix shift toward
lower margin products and the expense of certain acquisition costs relating to
InNet. EBITDA margins for the third quarter 2001 and 2000 were 2.8% and 16.8%,
respectively, and EBITDA margins for the first nine months of 2001 and 2000 were
3.1% and 17.2%, respectively.

EBITDA from our Precision Stampings segment in the third quarter of 2001
decreased $2.5 million to $0.3 million from the $2.8 million recorded in the
third quarter of 2000. EBITDA in the first nine months of 2001 decreased $6.6
million to $1.7 million from the $8.3 million recorded in the first nine months
of 2000. The decreases reflect lower sales volumes due to the slow down in the
general economy and, more specifically, the automotive and electronics markets.
EBITDA margins for the third quarter 2001 and 2000 were 2.1% and 14.7%,
respectively, and EBITDA margins for the first nine months of 2001 and 2000 were
3.6% and 13.8%, respectively.

In the third quarter of 2001, unallocated corporate operating expenses declined
to $0.7 million from the $1.1 million recorded in the third quarter of 2000. In
the first nine months of 2001, unallocated corporate operating expenses declined
to $2.1 million from the $3.3 million recorded in the first nine months of 2000.
The decrease is due to expense reimbursements covered under an August 25, 2000
Management Services Agreement with ThermaSys Corporation, the former "Automotive
Businesses." The Company expects this agreement will terminate in the next four
to six months.

In the second quarter of 2001, as a result of the dramatic decline in capital
spending in the telecommunications industry, the Company determined that the
growth prospects from its TAT Technologies, Precision, and InNet acquisitions
were significantly less than previously expected and those of historical
periods. As a result of an extensive review, the Company determined that the
goodwill resulting from these acquisitions was impaired. Therefore, in order to
write-down goodwill to fair market value, the Company took a $97.3 million
goodwill impairment charge in the second quarter of 2001. For further
information see Note 14 of the Notes to the Unaudited Condensed Consolidated
Financial Statements.

                                       20
<PAGE>

In the third quarter of 2001, we recorded $2.3 million of severance and other
unallocated non-operating amounts relating to restructuring, facility closings
and general rationalization activities. Of this amount $1.4 million was
severance expenses, $0.4 million was lease cancellation costs, $0.2 million was
start-up costs for our Monterey Mexico facility and $0.3 million related to
other miscellaneous activities. We recorded no such costs in the third quarter
of 2000. Year to date September 2001 and 2000 we recorded $4.2 million and $0.8
million of severance and other unallocated non-operating amounts.

Operating income for the third quarter of 2001 decreased $18.9 million to a loss
of $7.3 million from income of $11.6 million recorded in the third quarter of
2000. On the same basis and excluding the goodwill impairment charge, operating
income for the first nine months of 2001 decreased $40.9 million to a loss of
$13.2 million from income of $27.7 million recorded in the first nine months of
2000. The decrease was due to the decline in EBITDA coupled with incremental
depreciation and amortization expense primarily attributable to the Precision
and InNet acquisitions.

The loss from continuing operations before income taxes increased $19.1 million
to a loss of $20.3 million in the third quarter of 2001 from a $1.2 million loss
recorded in the third quarter of 2000. On the same basis and excluding the
goodwill impairment charge, the loss from continuing operations before income
taxes increased $37.9 million to a loss of $48.9 million in the first nine
months of 2001 from a $11.0 million loss recorded in the first nine months of
2000. The increase was attributable to the decline in operating income. Net
interest expense for the third quarter increased by $0.5 million from the same
period in the prior year. This increase was due to non-cash interest charges on
the new Term C Loans and an additional non-cash 2% per annum rate increase on
the Revolver and Term A & B loans, all of which was somewhat offset by a one
time tax interest refund of $0.9 million and to a lesser extent lower interest
rates. For the first nine months of 2001 net interest expense decreased $2.7
million from the same period in the prior year. This change is due to the
receipt of $2.8 million in interest income related to tax refunds and, to a
lesser extent, the reduction in interest rates compared to the same periods in
the prior year.

We recorded income tax benefits and effective rates for the third quarter of
2001 and 2000 of $3.0 million, or 15% and $1.7 million, or 146%, respectively.
We recorded income tax benefits and effective rates for the first nine months of
2001 and 2000 of $10.7 million, or 7% and $4.9 million, or 45%, respectively.
The decrease in the effective benefit rates is primarily due to the write down
of goodwill associated with the TAT Technologies, Precision and InNet
acquisitions.

On February 11, 2000, through Insilco, we sold our "Specialty Publishing
Business" for $93.5 million. On August 25, 2000, we sold a combination of stock
and assets of our "Automotive Businesses" to our majority stockholders for net
proceeds of $144.5 million. As a result of these transactions, we recorded
aggregate income from discontinued operations, net of tax, of $21.6 million in
the third quarter of 2000 and $69.5 million in the first nine months of 2000,
which is comprised of $5.9 million in income from operations and $63.6 million
in gain on the sale.

We recorded a net loss of $17.3 million in the third quarter of 2001 as compared
to net income, after accounting for discontinued operations, of $19.2 million in
the third quarter 2000. On the same basis, in the first nine months of 2001 we
recorded a net loss of $135.5 million as compared to net income, after
accounting for discontinued operations, of $60.5 million in the first nine
months of 2000.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In July 2001, the FASB issued Statement No. 141, "BUSINESS COMBINATIONS" and
Statement No. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS". Statement No. 141
requires the use of the purchase method of accounting for all business
combinations initiated after June 30, 2001, establishes specific criteria for
the recognition of intangible assets separately from goodwill and requires
unallocated negative goodwill to be written off immediately as an extraordinary
gain. Statement No. 142 makes the following significant changes: 1) goodwill and
indefinite lived intangible assets will no longer be amortized, 2) goodwill will
be tested for impairment at least annually at the reporting unit level, 3)
intangible assets deemed to have an

                                       21
<PAGE>

indefinite life will be tested for impairment at least annually, and 4) the
amortization period of intangible assets with finite lives will no longer be
limited to forty years. The Company is required to adopt the provisions of
Statement 141 immediately, and Statement 142 effective January 1, 2002. Because
of the extensive effort needed to comply with adopting the new rules, it is not
practicable to reasonably estimate the impact of adopting these statements on
the Company's financial statements at the date of this report, including whether
any transitional impairment losses will be required to be recognized as the
cumulative effect of a change in accounting principle.

On October 4, 2001 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 144, "ACCOUNTING FOR THE IMPAIRMENT
OR DISPOSAL OF LONG-LIVED ASSETS". SFAS No. 144 supercedes SFAS 121 and applies
to all long-lived assets (including discontinued operations) and consequently
amends Accounting Principles Board Opinion No. 30 (APB 30), Reporting Results of
Operations Reporting the Effects of Disposal of a Segment of a Business. SFAS
144 develops one accounting model (based on the model in SFAS 121) for
long-lived assets that are to be disposed of by sale. This model requires that
long-lived assets that are to be disposed of by sale be measured at the lower of
book value or fair value less cost to sell. Additionally, SFAS 144 expands the
scope of discontinued operations to include all components of an entity with
operations that (1) can be distinguished from the rest of the entity and (2)
will be eliminated from the ongoing operations of the entity in a disposal
transaction. SFAS 144 is effective for the Company's first quarter in fiscal
2002. The Company is currently evaluating the impact of adopting SFAS 144.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Cash flows from operations were a use of $7.5 million for the nine months ended
September 30, 2001 as compared to a use of $0.9 million for the same period in
2000, which reflects a decrease of $6.6 million. The decrease was due to the
pre-tax operating loss and the payment of approximately $15.1 million of
acquisition related incentives, which were accrued at December 31, 2000,
partially offset by a net source from working capital. We also received tax
refunds, including interest, of $5.7 million through the first nine months. We
expect a tax assessment of approximately $3.5 million by year-end. The majority
of this assessment relates to the capital gain from the sale of the shares of
Arup Alu-Rohr und Profil GmbH, part of the "Automotive Businesses". During the
first nine months of 2001, Insilco paid $14.4 million in interest on our 12%
Senior Subordinated Notes due 2007. The Company's next interest payment on these
notes is $7.2 million and is due February 15, 2002. The Company has paid $11.8
million in interest on its Credit Facility borrowings through September 30, 2001
and on October 1, 2001 paid an additional $2.4 million in interest.

Capital expenditures for the first nine months of 2001 were $5.2 million as
compared to $6.1 million in the first nine months of 2000. Capital expenditure
allocations during the current period by segment were 26% to Custom Assemblies,
30% to Passive Components, and 44% to Precision Stampings. The Company reduced
capital spending in the third quarter of 2001 to $0.9 million or 65% from the
same period last year and will continue to curtail future capital expenditures
to coincide with market conditions.

On January 10, 2001, through Insilco, we purchased InNet Technologies, Inc. for
$44.1 million, net of cash acquired, using cash and $25.0 million of additional
Term B Facility borrowings, as permitted under the Credit Agreement.

Insilco paid quarterly mandatory prepayments on the term facility of $1.2
million, in the first quarter of 2001, and $1.25 million in April, July and
October 2001. The next term loan mandatory prepayment of $1.7 million is due in
December of 2001.

On August 14, 2001, Insilco amended and restated its Credit Agreement effective
June 30, 2001 to, among other things, i) amend the Applicable Margin pricing
grids, ii) provide for a minimum of $7.0 million in deferred interest and fees
on outstanding loans and letters of credit at a rate of 2.00% per annum until
certain

                                       22
<PAGE>

financial conditions are met, iii) replace existing financial covenants, and iv)
provide for $15.0 million of additional funds to be invested by certain of our
existing equity holders in the form of a new tranche of senior, unsecured loans
under the Amended Credit Agreement. The proceeds from these loans were received
on August 14, 2001. Interest, which compounds quarterly at a rate based on our
leverage ratio, accrues on the new tranche of loans and is not paid in cash
until June 25, 2007, the maturity date of the loans. In addition, the amended
agreement also permits Insilco to incur up to $15.0 million of additional new
tranche loans under the Amended Credit Agreement on the same basis and up to
another $15.0 million of senior subordinated notes with a stated maturity and
interest rate substantially identical to the new tranche loan but otherwise with
terms substantially similar to our outstanding 12% Senior Notes due 2007. While
the Amendment permits Insilco to incur such additional loans and issue such
notes, Insilco has not sought or obtained any commitments to make such loans or
purchase any such notes and there can be no assurance that any such commitments
will be forthcoming if Insilco seeks them. See Note 7 of the Notes to the
Condensed Consolidated Financial Statements for complete details of the
amendment.

On August 13, 2001, in anticipation of this amendment and restatement, Insilco
elected to permanently reduce the commitments under the revolving credit portion
of its Credit Agreement from $50 million to $44 million.

As of September 30, 2001, we were in full compliance with the terms of the
Amended Credit Agreement.

At November 12, 2001, we had cash and borrowing availability of approximately
$34 million. We remain highly leveraged and believe our cash on-hand, cash flow
from operations, and potential funding under the Amended Credit Agreement will
be sufficient to satisfy working capital requirements and capital expenditures.
However, the magnitude and duration of market circumstances could impact our
ability to meet certain financial covenants within the Amended Credit Agreement.
This, in turn, could impact our principal sources of liquidity, which include
cash on-hand, cash from our operating activities and potential funding under the
Amended Credit Agreement. Thus, limiting our ability to meet our future cash
requirements for working capital, capital expenditures, interest, taxes and debt
repayments and the execution of our business strategies. Such limitations could
force us to consider alternatives that may include negotiating further
amendments to the Amended Credit Agreement, attempting to obtain commitments for
additional new tranche loans or notes, asset sales, a sale of the Company or
other remedies appropriate for the circumstances.

As of September 30, 2001, our stockholders' deficit totaled $328.9 million,
which is the result of both the 1998 Mergers and the 1997 share repurchases as
described in our Annual Report on Form 10-K for the year ended December 31,
1998.

OUTLOOK
-------

We are seeing increased order activity from consumer, cable and networking
customers for our Passive Components product line, and in particular for our
Magjack product line, from the previous quarter. We also have several precision
stamping projects in development that, once placed into production, will provide
as much as $6.0 to $8.0 million in annualized revenues. However, we continue to
experience weak demand from telecom customers for our custom assembly products
and do not see any near-term improvement in demand from these customers. Our
visibility remains quite limited making it difficult to provide a precise
short-term forecast. Furthermore, we see no current signs of a rebound in the
U.S. Economy and expect telecom customers to continue to experience weak market
conditions. Therefore, under these assumptions, we do not expect our performance
to improve greatly over the next six months.

We continue to believe our strategy and strong customer relationships will
enable us to capitalize on market opportunities now and over the next two to
three years. However, it is difficult to predict how long the sluggish demand in
our end markets will last. Therefore, there can be no assurances that near-term
sales will increase or that the slow down in order activity will be short-term
or that economic conditions will not deteriorate further.

MARKET RISK AND RISK MANAGEMENT
-------------------------------

Our general policy is to use foreign currency borrowings as needed to finance
our foreign currency denominated assets. We use such borrowings to reduce our
asset exposure to the effects of changes in

                                       23
<PAGE>

exchange rates - not as speculative investments. As of September 30, 2001, we
did not have any derivative instruments in place for managing foreign currency
exchange rate risks.

At the end of the third quarter of 2001, we had $219.4 million in variable rate
debt outstanding. A one-percentage point increase in interest rates would
increase the amount of annual interest paid by approximately $2.2 million, using
average debt levels. As of September 30, 2001, we had no interest rate
derivative instruments in place for managing interest rate risks.

FORWARD-LOOKING INFORMATION
---------------------------

Except for the historical information contained herein, the matters discussed in
this Form 10-Q included in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" include "Forward Looking Statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Although we
believe that the expectations reflected in the Forward-Looking Statements
contained herein are reasonable, no assurance can be given that such
expectations will prove to have been correct. Certain important factors that
could cause actual results to differ materially from expectations ("Cautionary
Statements") include, but are not limited to the following:

o    delays in new product introductions;
o    lack of market acceptance of new products;
o    changes in demand for our products;
o    changes in market trends;
o    short-term and long-term outlook;
o    operating hazards;
o    general competitive pressures from existing and new competitors;
o    effects of governmental regulations;
o    changes in interest rates; and
o    adverse economic conditions which could affect the amount of cash available
     for debt servicing and capital investments.

All subsequent written and oral Forward-Looking Statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements.

                                       24
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
        ---------------------------------------------------------

The information called for by this item is provided under the caption "Market
Risk and Risk Management" under Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.

                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 1.       LEGAL PROCEEDINGS
              -----------------
              (None)

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS
              -----------------------------------------
              (None)

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES
              -------------------------------
              (None)

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
              -----------------------------------------------------
              (None)

ITEM 5.       OTHER INFORMATION
              -----------------
              (None)

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K
              --------------------------------

       (a)    Exhibits

              15(a)  Independent Accountants Awareness Letter

       (b) Reports on Form 8-K

              A report, dated August 15, 2001 on Form 8-K was filed with the SEC
              on August 15, 2001, pursuant to Items 5 and 7 of that form.

              A report, dated September 24, 2001 on Form 8-K was filed with the
              SEC on September 28, 2001, pursuant to Items 4 and 7 of that form.

              A report, dated September 24, 2001 on Form 8-K/A was filed with
              the SEC on October 2, 2001, pursuant to Items 4 and 7 of that
              form.

              A report, dated September 24, 2001 on Form 8-K/A was filed with
              the SEC on October 4, 2001, pursuant to Items 4 and 7 of that
              form.

                                       25
<PAGE>

                                   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 thereunto duly authorized.



                                                  INSILCO HOLDING CO.
                                                  -------------------


Date:  November 14, 2001                     By:  /S/ MICHAEL R. ELIA
                                                  -------------------
                                                  Michael R. Elia
                                                  Senior Vice President,
                                                  Chief Financial Officer,
                                                  Treasurer and Secretary





















                                       26