FORM 10-Q
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                                       
                             WASHINGTON, DC  20549
                                       
(Mark One)
  /X/           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
               For The Quarterly Period Ended September 29, 1996
                                       
                                      OR
                                       
  / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                       
                        Commission File Number 1-10788
                                       
                                       
                     INTERNATIONAL SPECIALTY PRODUCTS INC.
            (Exact name of registrant as specified in its charter)


        Delaware                                               51-0333696
(State of Incorporation)                                  (I. R. S. Employer
                                                           Identification No.)

 818 Washington Street, Wilmington, Delaware                     19801
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           (302) 429-8554


                        Commission File Number 33-44862
                                       
                              ISP CHEMICALS INC.
            (Exact name of registrant as specified in its charter)


        Delaware                                               13-3416260
(State of Incorporation)                                  (I. R. S. Employer
                                                           Identification No.)

 Rt. 95 Industrial Area, PO Box 37
 Calvert City, Kentucky                                          42029
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           (502) 395-4165
<PAGE>
                                       
                                       
                      Commission File Number 33-44862-01
                                       
                             ISP TECHNOLOGIES INC.
            (Exact name of registrant as specified in its charter)


        Delaware                                               51-0333795
(State of Incorporation)                                  (I. R. S. Employer
                                                           Identification No.)

 State Highway 146 & Industrial Road
 Texas City, Texas                                               77590
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           (409) 945-3411

See table of additional registrants.


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.


YES  /X/          NO  / /


As of October 18, 1996, 96,500,435 shares of International Specialty Products
Inc. common stock (par value, $.01 per share) were outstanding.

As of October 18, 1996, ISP Chemicals Inc. and ISP Technologies Inc. each had
10 shares of common stock outstanding.

As of October 18, 1996, each of the additional registrants had the number of
shares outstanding which is shown on the table below.
<PAGE>
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>

                                                                Commission
Address, including zip
                                                                File No./I.R.S
code, and telephone number,
                                                  No. of        Employer
including area code, of
Exact name of registrant as       State of        Shares        Identification
registrant's principal
specified in its charter          Incorporation   Outstanding   No.
executive office
---------------------------       --------------  -----------   ---------------
----------------------------
<S>                                   <C>             <C>              <C>
             <C>
ISP (PUERTO RICO) INC.            Delaware            10        33-44862-03/
Suite 206B Iturregui Plaza
                                                                13-2626732
65th Infanteria Avenue

Rio Piedras, Puerto Rico 00924

(809) 768-5400

ISP ENVIRONMENTAL SERVICES INC.   Delaware            10        33-44862-04/
1361 Alps Road
                                                                51-0333801
Wayne, NJ 07470

(201) 628-3000

ISP FILTERS INC.                  Delaware            10        33-44862-05/
4436 Malone Road
                                                                51-0333796
Memphis, TN 38118

(901) 795-2445

ISP GLOBAL TECHNOLOGIES INC.      Delaware            10        33-44862-06/
818 Washington Street
                                                                51-0333802
Wilmington, DE 19801

(302) 429-7492

ISP INTERNATIONAL CORP.           Delaware            10        33-44862-07/
818 Washington Street
                                                                51-0333734
Wilmington, DE 19801

(302) 429-7493

ISP INVESTMENTS INC.              Delaware            10        33-44862-08/
818 Washington Street
                                                                51-0333803
Wilmington, DE 19801

(302) 429-7496

ISP MANAGEMENT COMPANY, INC.      Delaware            10        33-44862-09/
1361 Alps Road
                                                                51-0333800
Wayne, NJ 07470

(201) 628-3000

ISP MINERAL PRODUCTS INC.         Delaware            10        33-44862-10/
34 Charles Street
                                                                51-0333794
Hagerstown, MD 21740

(301) 733-4000

ISP MINERALS INC.                 Delaware            10        33-44862-11/
Route 116
                                                                51-0333798
Blue Ridge Summit, PA 17214

(717) 794-2184

ISP REAL ESTATE COMPANY, INC.     Delaware             2        33-44862-12/
1361 Alps Road
                                                                22-2886551
Wayne, NJ 07470

(201) 628-3000

ISP REALTY CORPORATION            Delaware           1000       33-44862-13/
1361 Alps Road
                                                                13-2720081
Wayne, NJ 07470

(201) 628-3000

VERONA INC.                       Delaware            100       33-44862-16/
NCNB Plaza, Suite 300
                                                                22-3036319
7 North Laurens Street

Greenville, SC 29601

(803) 271-9194

BLUEHALL INCORPORATED             Delaware             1        33-44862-15/
818 Washington Street
                                                                13-3335905
Wilmington, DE 19801

(302) 651-0165
</TABLE>
<PAGE>
                        Part I - FINANCIAL INFORMATION
                         Item 1 - FINANCIAL STATEMENTS
                                       
                                       
                     INTERNATIONAL SPECIALTY PRODUCTS INC.
                                       
                       CONSOLIDATED STATEMENTS OF INCOME
                     (Thousands, except per share amounts)


                                   Third Quarter Ended    Nine Months Ended
                                   --------------------  --------------------
                                    Oct. 1,   Sept. 29,    Oct. 1,  Sept. 29,
                                     1995        1996       1995       1996
                                   ---------  ---------  ---------  ---------

Net sales.......................... $167,805   $173,569  $ 530,334   $544,135
                                   ---------  ---------  ---------  ---------

Costs and expenses:
  Cost of products sold............   99,850    100,277    322,329    320,295
  Selling, general and
    administrative.................   32,873     36,501     98,876    108,236
  Goodwill amortization............    3,304      3,300      9,922      9,900
                                    --------  ---------  ---------  ---------
    Total costs and expenses.......  136,027    140,078    431,127    438,431
                                    --------  ---------  ---------  ---------

Operating income...................   31,778     33,491     99,207    105,704
Interest expense...................   (8,284)    (6,961)   (24,821)   (21,879)
Equity in earnings of joint venture    1,000      1,798      2,950      4,948
Other income, net..................    2,973      3,011      3,869      9,478
                                    --------  ---------  ---------  ---------

Income before income taxes.........   27,467     31,339     81,205     98,251
Income taxes.......................   (9,888)   (11,199)   (29,981)   (35,647)
                                    --------  ---------  ---------  ---------
Net income......................... $ 17,579  $  20,140  $  51,224  $  62,604
                                    ========  =========  =========  =========

Earnings per common share.......... $    .18  $     .21  $     .52  $     .64
                                    ========  =========  =========  =========


Weighted average number of common
 shares outstanding................   98,230     97,107     98,876     97,447
                                    ========  =========  =========  =========


                See Notes to Consolidated Financial Statements




                                       1
<PAGE>
                     INTERNATIONAL SPECIALTY PRODUCTS INC.
                                       
                          CONSOLIDATED BALANCE SHEETS

                                                    December 31,  September 29,
                                                        1995          1996
                                                    ------------  -------------
ASSETS                                                     (Thousands)
Current Assets:
  Cash..........................................     $   14,080   $     11,767
  Investments in trading securities.............         17,183          1,266
  Investments in available-for-sale securities..        114,099         94,567
  Investments in held-to-maturity securities....          4,618          4,119
  Accounts receivable, trade, net...............         60,327         72,764
  Accounts receivable, other....................         12,356         20,637
  Inventories...................................        107,969         98,354
  Other current assets..........................         12,920         13,726
                                                     ----------   ------------
    Total Current Assets........................        343,552        317,200
Property, plant and equipment, net..............        475,550        482,416
Goodwill, net...................................        430,458        420,558
Other assets....................................         63,378         62,135
                                                     ----------   ------------
Total Assets....................................     $1,312,938   $  1,282,309
                                                     ==========   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short-term debt...............................     $   36,199   $     22,518
  Current maturities of long-term debt..........            398            361
  Loan payable to related party.................         50,597         17,797
  Accounts payable..............................         41,727         50,017
  Accrued liabilities...........................         56,538         57,929
  Payable to related parties, net...............          9,429          4,413
  Income taxes..................................          6,114          6,099
                                                     ----------   ------------
    Total Current Liabilities...................        201,002        159,134
                                                     ----------   ------------
Long-term debt less current maturities..........        280,254        239,760
                                                     ----------   ------------
Long-term note payable to related party.........         67,237         80,977
                                                     ----------   ------------
Deferred income taxes...........................         55,743         45,452
                                                     ----------   ------------
Other liabilities...............................         65,458         62,599
                                                     ----------   ------------

Stockholders' Equity:
  Preferred stock, $.01 par value per share;
    20,000,000 shares authorized................              -              -
  Common stock, $.01 par value per share;
    300,000,000 shares authorized:  99,888,646
    shares issued...............................            999            999
  Additional paid-in capital....................        504,544        504,700
  Treasury stock, at cost - 2,122,395 and
    3,002,267 shares............................        (16,718)       (26,522)
  Excess of purchase price over the adjusted
    historical cost of the predecessor company
    shares owned by GAF's stockholders..........        (63,483)       (63,483)
  Retained earnings.............................        199,634        262,238
  Cumulative translation adjustment and other...         18,268         16,455
                                                     ----------     ----------
    Total Stockholders' Equity..................        643,244        694,387
                                                     ----------     ----------
Total Liabilities and Stockholders' Equity......     $1,312,938     $1,282,309
                                                     ==========     ==========


                See Notes to Consolidated Financial Statements
                                       
                                       2
<PAGE>
                     INTERNATIONAL SPECIALTY PRODUCTS INC.
                                       
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                            Nine Months Ended
                                                          --------------------
                                                           Oct. 1,    Sept. 29,
                                                            1995        1996
                                                          --------    --------
                                                               (Thousands)

Cash and cash equivalents, beginning of period.........   $ 62,864    $ 31,263
                                                          --------    --------

Cash provided by operating activities:
  Net income...........................................     51,224      62,604
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation.....................................     26,698      28,183
      Goodwill amortization............................      9,922       9,900
      Deferred income taxes............................     (5,125)    (11,340)
  (Increase) decrease in working capital items.........    (13,465)     (3,015)
  Change in net receivable from/payable to
    related parties....................................     (9,756)     (5,016)
  Change in cumulative translation adjustment..........      8,022      (4,856)
  Other, net...........................................     (9,870)         37
                                                          --------    --------
    Net cash provided by operating activities..........     57,650      76,497
                                                          --------    --------

Cash used in investing activities:
  Capital expenditures and acquisition.................    (26,559)    (35,669)
  Purchases of available-for-sale securities...........   (228,007)   (194,126)
  Purchases of held-to-maturity securities.............     (5,314)     (9,534)
  Designation of trading securities as available-for-
    sale...............................................     (2,697)     (9,928)
  Proceeds from sales of available-for-sale securities.    134,185     227,838
  Proceeds from held-to-maturity securities............          -      10,033
                                                          --------    --------
    Net cash used in investing activities..............   (128,392)    (11,386)
                                                          --------    --------

Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable............      1,814           -
  Increase (decrease) in short-term debt...............     49,088     (14,013)
  Decrease in long-term debt, net......................    (16,341)    (40,615)
  Decrease in loans from related party.................     (2,384)    (19,060)
  Repurchases of common stock..........................    (13,965)    (10,365)
  Other................................................         62         712
                                                          --------    --------
    Net cash used in financing activities..............     18,274     (83,341)
                                                          --------    --------
Net change in cash and cash equivalents................    (52,468)    (18,230)
                                                          --------    --------
Cash and cash equivalents, end of period...............   $ 10,396    $ 13,033
                                                          ========    ========


Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized)...............   $ 30,651    $ 28,175
    Income taxes (including taxes paid pursuant to the
      Tax Sharing Agreement)...........................     35,285      48,681

                See Notes to Consolidated Financial Statements
                                       
                                       
                                       3
<PAGE>
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The financial statements for International Specialty Products Inc. (the
"Company") reflect, in the opinion of management, all adjustments necessary to
present fairly the financial position of the Company at December 31, 1995 and
September 29, 1996, and the results of operations and cash flows for the
periods ended October 1, 1995 and September 29, 1996.  All adjustments are of a
normal recurring nature.  These financial statements should be read in
conjunction with the annual financial statements and notes thereto included in
the Company's Annual Report to Stockholders for the fiscal year ended December
31, 1995 (the "Annual Report"), which was incorporated by reference in the
Company's Annual Report on Form 10-K for the fiscal year then ended (the "Form
10-K").

NOTE A:   On July 26, 1996, two domestic subsidiaries (the "Borrowers") of the
          Company refinanced their $250 million long-term revolving credit
          facility and $150 million one-year revolving credit facility with a
          $400 million five-year revolving credit facility (the "Credit
          Agreement").  Borrowings under the Credit Agreement bear interest at
          a floating rate based on the banks' base rate, federal funds rate,
          Eurodollar rate or a competitive bid rate (which may be based on
          LIBOR or money market rates), at the option of the Borrowers.  All of
          the Borrowers' obligations under the Credit Agreement are guaranteed
          by the Company and its other domestic subsidiaries.

               The Credit Agreement permits the Borrowers to make loans to
          affiliates and to make available letters of credit for the benefit of
          affiliates in an aggregate amount of up to $75 million.  As of
          September 29, 1996, $2.3 million of letters of credit for the benefit
          of affiliates were outstanding.
          
               The Credit Agreement permits the Company to pay cash dividends
          and make other restricted payments (as defined) of up to the sum of
          $50 million plus 50% of the sum of its consolidated net income (if
          positive) after January 1, 1996 plus the aggregate net cash proceeds
          from issuance of the Company's common stock after December 31, 1995.

NOTE B:   Inventories consist of the following:

                                               December 31,    Sept. 29,
                                                   1995          1996
                                               ------------    --------
                                                       (Thousands)
          Finished goods.....................     $ 71,431     $ 61,175
          Work in process....................       20,540       23,851
          Raw materials and supplies.........       18,634       17,564
                                                  --------     --------
          Total..............................      110,605      102,590
          Less LIFO reserve..................       (2,636)      (4,236)
                                                  --------     --------
          Inventories........................     $107,969     $ 98,354
                                                  ========     ========

                                       4
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE C:   Contingencies

          Asbestos Litigation Against GAF
        
               GAF Corporation ("GAF"), a parent of the Company, has advised
          the Company that, as of September 29, 1996, GAF had been named as a
          defendant in approximately 59,300 pending lawsuits involving alleged
          health claims relating to the inhalation of asbestos fiber, having
          resolved approximately 221,000 other lawsuits involving similar
          claims, and as a co-defendant in 8 pending lawsuits alleging economic
          and property damage or other injuries in public and private buildings
          caused, in whole or in part, by what is claimed to be the present or
          future need to remove asbestos material from those premises.
        
               The reserves of GAF and G-I Holdings Inc. ("G-I Holdings"), an
          indirect wholly owned subsidiary of GAF, for asbestos bodily injury
          claims, as of September 29, 1996, were approximately $357.8 million
          (before estimated present value of recoveries from products liability
          insurance policies of approximately $211 million and related deferred
          tax benefits of approximately $51.4 million).  GAF and G-I Holdings
          have advised the Company that certain components of the asbestos-
          related liability and the related insurance recoveries have been
          reflected on a discounted basis in their financial statements, and
          that the aggregate undiscounted liability, as of September 29, 1996,
          before estimated recoveries from products liability insurance
          policies, was $398.1 million.  GAF's and G-I Holdings' estimate of
          liability for asbestos claims is based on the pending class-action
          settlement of future asbestos bodily injury claims (the "Settlement")
          becoming effective and on assumptions which relate, among other
          things, to the number of new cases filed, the cost of resolving
          (either by settlement or litigation or through the mechanism
          established by the Settlement) pending and future claims, the
          realization of related tax benefits, the favorable resolution of
          pending litigation against certain insurance companies and the amount
          of GAF's recoveries from various insurance companies.  On May 10,
          1996, the United States Court of Appeals for the Third Circuit (the
          "Third Circuit") issued an opinion, concluding that the class action
          was not certifiable as a class action, thus reversing the decision of
          the lower court which found the Settlement fair and reasonable.  GAF
          has filed a petition for a writ of certiorari with the United States
          Supreme Court to pursue an appeal of the Third Circuit's decision.
          GAF has advised the Company that it continues to believe the
          
          
          
          
                                       5
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE C:   (Continued)

          Settlement should ultimately be upheld on appeal, although there can
          be no assurance in this regard.  As of September 29, 1996, G-I
          Holdings' stockholder's equity was $61.7 million.
          
               Neither the Company nor the assets or operations of the Company,
          which was operated as a division of a corporate predecessor of GAF
          prior to July 1986, have been involved in the manufacture or sale of
          asbestos products.  The Company believes that it should have no legal
          responsibility for damages in connection with asbestos-related
          claims, but the Company cannot predict whether any such claims will
          be asserted against it or the outcome of any litigation related to
          such claims.  In addition, should GAF be unable to satisfy judgments
          against it in asbestos-related lawsuits, its judgment creditors might
          seek to enforce their judgments against the assets of GAF, including
          its indirect holdings of common stock of the Company, and such
          enforcement could result in a change of control of the Company.
          
          Environmental Litigation
          
               The Company, together with other companies, is a party to a
          variety of administrative proceedings and lawsuits involving
          environmental matters ("Environmental Claims"), in which recovery is
          sought for the cost of cleanup of contaminated sites, a number of
          which are in the early stages or have been dormant for protracted
          periods.  At most sites, the Company anticipates that liability will
          be apportioned among the companies found to be responsible for the
          presence of hazardous substances at the site.
          
               In the opinion of the Company's management, the resolution of
          the Environmental Claims should not, individually or in the
          aggregate, be material to the results of operations, liquidity or
          financial position of the Company.  However, adverse decisions or
          events, particularly as to the merits of the Company's factual and
          legal defenses to liability and the financial responsibility of the
          other parties involved at each site and their insurers, could cause
          the Company to increase its estimate of its liability in respect of
          such matters.  It is not currently possible to estimate the amount or
          range of any additional liability.
          
          
          
          
          
          
                                       6
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE C:   (Continued)

               For further information regarding asbestos-related and
          environmental matters, reference is made to Note 14 to Consolidated
          Financial Statements contained in the Annual Report.
          
          








                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       7
<PAGE>
          Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Third Quarter 1996 Compared With
                        Third Quarter 1995

     The Company recorded third quarter 1996 net income of $20.1 million (21
cents per share) versus $17.6 million (18 cents per share) in the third quarter
of 1995.  The 15% increase in net income was attributable to higher operating
income, reduced interest expense and higher equity income from the GAF-Huls
Chemie GmbH joint venture ("GAF-Huls").

     Net sales for the third quarter of 1996 were $173.6 million compared with
$167.8 million for the third quarter of 1995.  The higher sales reflected
higher unit sales in the U.S., Europe and the Western Hemisphere, partially
offset by lower sales in the Asia-Pacific region and the unfavorable effect
($2.2 million) of the stronger U.S. dollar relative to other currencies in
certain areas of the world.

     Operating income for the third quarter of 1996 was $33.5 million, a 5%
increase over last year's $31.8 million.  The increase in operating income was
attributable to higher specialty chemicals operating income (up $1.1 million or
4%) and higher mineral products operating income (up $.9 million or 18%), due
to increased sales and improved gross margins, partially offset by lower filter
products results (down $.4 million).  The improved specialty chemicals gross
margins (up 2.3 percentage points) were due to the continued benefits from the
Company's re-engineering program.

     Interest expense for the third quarter of 1996 was $7.0 million compared
with $8.3 million for the same period last year, with the decrease due to lower
interest rates and lower average borrowings.  Other income, net was $3.0
million in each of the third quarters of 1996 and 1995.

Results of Operations - Nine Months 1996 Compared With
                        Nine Months 1995

     For the first nine months of 1996, the Company recorded net income of
$62.6 million (64 cents per share), compared with net income of $51.2 million
(52 cents per share) for the first nine months of 1995.  The 22% increase in
net income was the result of higher operating and other income, as well as
reduced interest expense and higher equity income from GAF-Huls.

     Net sales for the first nine months of 1996 were $544.1 million versus
$530.3 million for the same period in 1995.  The sales growth was attributable
to increased sales of specialty chemicals (up $12.6 million), primarily
reflecting increased sales volumes and higher sales prices, and also reflected



                                       8
<PAGE>
higher filter products sales (up $2.7 million) due to increased sales volumes.
The increase in sales resulted from higher sales in the U.S., Europe and the
Western Hemisphere, partially offset by lower sales in the Asia-Pacific region
and the unfavorable effect ($6.7 million) of the stronger U.S. dollar relative
to other currencies in certain areas of the world.  Sales for the mineral
products business decreased by $1.8 million (3%) due to lower sales volumes
resulting from a lost customer and adverse winter weather conditions in the
first quarter of 1996.

     Operating income for the first nine months of 1996 increased by 7% to
$105.7 million from last year's $99.2 million.  The increase in operating
income was due to higher specialty chemicals operating income (up $9.7 million
or 12%), partially offset by lower mineral and filter products results (down
$1.1 and $2.4 million, respectively).  The higher specialty chemicals operating
income resulted primarily from the higher sales levels and improved gross
margins (up 2.9 percentage points) due to improved pricing and continued
benefits from the Company's re-engineering program.

     Interest expense was $21.9 million for the first nine months of 1996, a
12% decrease compared with $24.8 million for the same period last year.  The
decrease reflected lower interest rates and lower average borrowings.  Other
income, net was $9.5 million for the first nine months of 1996 compared with
$3.9 million last year, the increase resulting primarily from higher investment
income and gains associated with the Company's program to hedge certain of its
foreign currency exposures.

Liquidity and Financial Condition

     During the first nine months of 1996, the Company generated cash from
operations of $76.5 million, invested $35.7 million in capital expenditures and
an acquisition, and generated $24.3 million from net sales of available-for-
sale and held-to-maturity securities, for a net cash inflow of $65.1 million
before financing activities.  Working capital increased by $3.0 million,
primarily reflecting a $20.6 million increase in accounts receivable due to
higher sales in September 1996 versus December 1995, offset by a $9.7 million
reduction in inventories and a $9.5 million increase in accounts payable and
accrued liabilities.  Cash from operations in the first nine months of 1996
included $5.7 million in dividends received from GAF-Huls.

     Net cash used in financing activities totaled $83.3 million for the first
nine months of 1996, primarily reflecting a $40.8 million reduction in
borrowings under the Company's bank credit agreements, a $14 million decrease
in short-term borrowings and a $19.1 million decrease in borrowings from an
affiliate.  Financing activities also reflected $10.4 million of repurchases of
the Company's common stock pursuant to a share repurchase program.  In
anticipation of the expected completion of the Company's share repurchase
program in the near future, the Company's Board of  Directors has authorized


                                       9
<PAGE>
the repurchase of an additional one million shares of its common stock,
increasing the previously announced repurchase program to 4.5 million shares.
As of September 29, 1996, 3,099,300 shares had been repurchased pursuant to the
program.

     As a result of the foregoing factors, cash and cash equivalents decreased
by $18.2 million during the first nine months of 1996 to $13 million (excluding
$94.6 million of available-for-sale securities and $4.1 million of held-to-
maturity securities).

     On July 26, 1996, the Company entered into a new five-year revolving
credit facility (the "Credit Agreement") with a group of banks, which provides
for loans of up to $400 million and letters of credit of up to $75 million (see
Note A to Consolidated Financial Statements).  Borrowings under the Credit
Agreement are subject to the application of certain financial covenants
contained in the Credit Agreement.  As of September 29, 1996, the application
of such covenants would not have restricted amounts available for borrowing
under the Credit Agreement.

     See Note C to Consolidated Financial Statements for information regarding
contingencies.




























                                      10
<PAGE>
                                    PART II
                                       
                                       
                               OTHER INFORMATION


Item 1.  Legal Proceedings

     The discussion relating to legal proceedings contained in Note C to
Consolidated Financial Statements in Part I is incorporated herein by
reference.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     27 - Financial Data Schedule, which is submitted electronically to the
          Securities and Exchange Commission for information only.

(b)  No Reports on Form 8-K were filed during the quarter ended
     September 29, 1996.



















                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                      11
<PAGE>
                                  SIGNATURES
                                  -----------



     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each of the Registrants listed below has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        INTERNATIONAL SPECIALTY PRODUCTS INC.
                                        ISP CHEMICALS INC.
                                        ISP TECHNOLOGIES INC.
                                        ISP (PUERTO RICO) INC.
                                        ISP ENVIRONMENTAL SERVICES INC.
                                        ISP FILTERS INC.
                                        ISP GLOBAL TECHNOLOGIES INC.
                                        ISP INTERNATIONAL CORP.
                                        ISP INVESTMENTS INC.
                                        ISP MANAGEMENT COMPANY, INC.
                                        ISP MINERAL PRODUCTS INC.
                                        ISP MINERALS INC.
                                        ISP REAL ESTATE COMPANY, INC.
                                        ISP REALTY CORPORATION
                                        VERONA INC.
                                        BLUEHALL INCORPORATED


DATE:  October 29, 1996             BY:  /s/Randall R. Lay
       ----------------                 ---------------------------
                                        Randall R. Lay
                                        Vice President and
                                         Chief Financial Officer
                                        (Principal Financial and
                                         Accounting Officer)













                                      12