SECURITIES AND EXCHANGE COMMISSION
                                       
                             WASHINGTON, DC  20549
                                       
                                   FORM 10-Q
                                       
(Mark One)
  /X/           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For The Quarterly Period Ended March 30, 1997
                                       
                                      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 office)                       (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, P.O. Box 37
 Calvert City, Kentucky                                          42029
(Address of principal executive office)                       (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 office)                        (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 May 5, 1997, 96,099,750 shares of International Specialty Products Inc.
common stock (par value, $.01 per share) were outstanding.

As of May 5, 1997, ISP Chemicals Inc. and ISP Technologies Inc. each had 10
shares of common stock outstanding.  No shares are held by non-affiliates.

As of May 5, 1997, each of the additional registrants had the number of shares
outstanding which is shown on the table below.  No shares are held by non-
affiliates.
<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/
Mirador de Bairoa
                                                                22-2934561
Calle 27st-14

Caquas, Puerto Rico 00725-8900

(787) 744-3116

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)


                                                Quarter Ended
                                             -------------------
                                             March 31,  March 30,
                                               1996       1997
                                             ---------  ---------

Net sales...............................     $ 185,611   $191,157
                                             ---------  ---------

Costs and expenses:
  Cost of products sold.................       112,896    114,161
  Selling, general and administrative...        35,224     36,872
  Goodwill amortization.................         3,300      3,300
                                             ---------  ---------
    Total costs and expenses............       151,420    154,333
                                             ---------  ---------

Operating income........................        34,191     36,824
Interest expense........................        (7,896)    (6,662)
Equity in earnings of joint venture.....         1,414      1,385
Other income, net.......................         3,574      4,647
                                             ---------  ---------
Income before income taxes..............        31,283     36,194
Income taxes............................       (11,415)   (13,006)
                                             ---------  ---------
Net income..............................     $  19,868  $  23,188
                                             =========  =========

Earnings per common share...............     $     .20  $     .24
                                             =========  =========


Weighted average number of common
 shares outstanding.....................        97,742     96,474
                                             =========  =========


                See Notes to Consolidated Financial Statements




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

                                                    December 31,    March 30,
                                                        1996          1997
                                                    ------------  -----------
ASSETS                                                     (Thousands)
Current Assets:
  Cash and cash equivalents.....................     $   17,753   $   17,489
  Investments in trading securities.............          1,273       19,373
  Investments in available-for-sale securities..        114,323      127,121
  Investments in held-to-maturity securities....          1,977        2,214
  Other short-term investments..................          6,149        5,504
  Accounts receivable, trade, net...............         66,875       77,229
  Accounts receivable, other....................         12,835       29,644
  Receivable from related parties, net..........          5,518        2,537
  Loan receivable from related party............              -          822
  Inventories...................................        108,586      110,794
  Other current assets..........................         13,239       12,919
                                                     ----------   ----------
    Total Current Assets........................        348,528      405,646
Property, plant and equipment, net..............        489,474      492,240
Goodwill, net...................................        417,258      413,958
Other assets....................................         61,654       55,375
                                                     ----------   ----------
Total Assets....................................     $1,316,914   $1,367,219
                                                     ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short-term debt...............................     $   22,275   $   22,739
  Current maturities of long-term debt..........            610          554
  Accounts payable..............................         42,939       49,981
  Accrued liabilities...........................         57,134       55,812
  Income taxes..................................          5,868        5,664
                                                     ----------   ----------
    Total Current Liabilities...................        128,826      134,750
                                                     ----------   ----------
Long-term debt less current maturities..........        310,294      342,785
                                                     ----------   ----------
Long-term notes payable to related parties......         62,576       50,000
                                                     ----------   ----------
Deferred income taxes...........................         52,665       58,304
                                                     ----------   ----------
Other liabilities...............................         61,060       59,358
                                                     ----------   ----------

Stockholders' Equity:
  Preferred stock, $.01 par value per share;
    20,000,000 shares authorized:
    0 shares issued.............................              -            -
  Common stock, $.01 par value per share;
    300,000,000 shares authorized:  99,888,646
    shares issued...............................            999          999
  Additional paid-in capital....................        441,203      441,352
  Treasury stock, at cost - 3,451,522 and
    3,369,893 shares............................        (30,874)     (30,143)
  Retained earnings.............................        280,297      303,485
  Cumulative translation adjustment and other...          9,868        6,329
                                                     ----------   ----------
    Total Stockholders' Equity..................        701,493      722,022
                                                     ----------   ----------
Total Liabilities and Stockholders' Equity......     $1,316,914   $1,367,219
                                                     ==========   ==========


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


                                                              Quarter Ended
                                                          --------------------
                                                          March 31,   March 30,
                                                            1996        1997
                                                          --------    --------
                                                               (Thousands)

Cash and cash equivalents, beginning of period........... $ 14,080    $ 17,753
                                                          --------    --------

Cash provided by operating activities:
  Net income.............................................   19,868      23,188
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation.......................................    9,102       9,960
      Goodwill amortization..............................    3,300       3,300
      Deferred income taxes..............................   (4,905)      4,919
  (Increase) decrease in working capital items...........   (8,975)    (23,725)
  Purchases of trading securities........................  (12,531)    (15,227)
  Proceeds from sales of trading securities..............   13,159       3,082
  Change in net receivable from/payable to
    related parties......................................   (1,903)      2,981
  Change in cumulative translation adjustment............   (2,801)     (6,475)
  Other, net.............................................    5,307       4,767
                                                          --------    --------
    Net cash provided by operating activities............   19,621       6,770
                                                          --------    --------

Cash provided by (used in) investing activities:
  Capital expenditures and acquisition...................   (9,871)    (13,945)
  Purchases of available-for-sale securities.............  (36,856)    (38,246)
  Purchases of held-to-maturity securities...............   (3,306)     (1,623)
  Proceeds from sales of available-for-sale securities...   72,587      25,188
  Proceeds from held-to-maturity securities..............    3,118       1,386
                                                          --------    --------
    Net cash provided by (used in) investing activities..   25,672     (27,240)
                                                          --------    --------

Cash provided by (used in) financing activities:
  Increase (decrease) in short-term debt.................  (14,081)        464
  Increase in borrowings under revolving credit facility.    6,200      32,575
  Other increase (decrease) in long-term debt, net.......      504        (140)
  Decrease in loans from related parties.................  (20,671)    (13,398)
  Repurchases of common stock............................     (464)          -
  Other..................................................      547         705
                                                          --------    --------
    Net cash provided by (used in) financing activities..  (27,965)     20,206
                                                          --------    --------
Net change in cash and cash equivalents..................   17,328        (264)
                                                          --------    --------
Cash and cash equivalents, end of period................. $ 31,408    $ 17,489
                                                          ========    ========


Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized)................. $ 12,020    $ 10,533
    Income taxes (including taxes paid/refunded
      pursuant to the Tax Sharing Agreement).............   14,174          36

                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, 1996 and
March 30, 1997, and the results of operations and cash flows for the periods
ended March 31, 1996 and March 30, 1997.  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 on Form 10-K for the fiscal year ended December 31,
1996 (the "Form 10-K").

NOTE A:        In February 1997, the Financial Accounting Standards Board
          issued SFAS No. 128, "Earnings per Share", which is required to be
          adopted in 1998.  Implementation of SFAS No. 128, which will require
          the Company to report "Basic Earnings per Share" and "Diluted
          Earnings per Share", will not have a material impact on the earnings
          per share amounts as currently reported by the Company.

NOTE B:   Inventories consist of the following:

                                               December 31,    March 30,
                                                   1996          1997
                                               ------------    ---------
                                                       (Thousands)
          Finished goods.....................     $ 68,436     $ 69,252
          Work in process....................       24,261       24,464
          Raw materials and supplies.........       17,814       20,466
                                                  --------     --------
          Total..............................      110,511      114,182
          Less LIFO reserve..................       (1,925)      (3,388)
                                                  --------     --------
          Inventories........................     $108,586     $110,794
                                                  ========     ========

NOTE C:   Contingencies

          Asbestos Litigation Against GAF
        
               The Company's parent, ISP Holdings Inc. ("ISP Holdings"), was a
          wholly owned subsidiary of GAF Corporation ("GAF") until January 1,
          1997, when its stock was distributed to the stockholders of GAF in a
          series of transactions involving GAF's subsidiaries.  As a result,
          ISP Holdings and the Company are no longer direct or indirect
          subsidiaries of GAF or its subsidiary, G-I Holdings Inc. ("G-I
          Holdings").  GAF is a defendant in a substantial number of pending
          lawsuits involving asbestos-related bodily injury claims.  GAF and
          G-I Holdings have advised the Company that, subject to certain
          assumptions, they believe that their reserves adequately reflect
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       4
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
          
NOTE C:  (Continued)
          
          their asbestos-related liabilities.  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.
          
          
          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.
          
               In the opinion of the Company's management, the resolution of
          the Environmental Claims should not be material to the business,
          liquidity, results of operations, cash flows or financial position of
          the Company.  However, adverse decisions or events, particularly as
          to the liability and the financial responsibility of the Company's
          insurers and 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.
          
               For further information regarding asbestos-related and
          environmental matters, reference is made to Note 12 to Consolidated
          Financial Statements contained in the Form 10-K.
          
          







                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       5
<PAGE>
          Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations - First Quarter 1997 Compared With
                        First Quarter 1996

     The Company recorded first quarter 1997 net income of $23.2 million (24
cents per share) versus $19.9 million (20 cents per share) in the first quarter
of 1996.  The 17% increase in net income was attributable to higher operating
income, reduced interest expense and higher other income, net.

     Net sales for the first quarter of 1997 were $191.2 million compared with
$185.6 million for the first quarter of 1996.  The higher sales reflected
higher sales of specialty chemicals (up $2.6 million), mineral products (up
$2.7 million) and filter products (up $.7 million).  The sales growth in
specialty chemicals was attributable to increased sales volumes (up $9.3
million), partially offset by the unfavorable effect ($4.9 million) of the
stronger U.S. dollar relative to other currencies in certain areas of the world
and by unfavorable selling prices.  The higher mineral and filter products
sales were due principally to increased sales volumes.  The sales growth in the
first quarter reflected increased sales in the U.S., Asia-Pacific and the
Western Hemisphere, partially offset by lower sales in Europe.

     Operating income for the first quarter of 1997 increased by 8% to $36.8
million from last year's $34.2 million, while the Company's operating margin
improved from 18.4% to 19.3%.  The higher operating income benefited from
improved results for mineral products (up $1.5 million), filter products (up
$.7 million) and specialty chemicals (up $.5 million), primarily as a result of
the higher sales volumes.

     Interest expense for the first quarter was $6.7 million, a decrease of 16%
compared with $7.9 million in the first quarter of 1996.  The reduced interest
expense was attributable to lower interest rates and lower average borrowings.
Other income, net, for the first quarter of 1997 was $4.6 million compared with
$3.6 million in the first quarter of 1996, the increase resulting primarily
from gains associated with the Company's program to hedge certain of its
foreign currency exposures, other nonrecurring items of income and lower
miscellaneous, nonrecurring items of other expense.


Liquidity and Financial Condition


     During the first quarter of 1997, the Company generated cash from
operations of $6.8 million, reinvested $13.9 million for capital programs and
invested $13.3 million for net purchases of available-for-sale and

                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       6
<PAGE>
held-to-maturity securities, for a net cash outflow of $20.5 million before
financing activities.  Cash from operations reflected a $12.1 million cash
outlay for net purchases of trading securities and also included a $5.0 million
dividend received from the GAF-Huls Chemie GmbH joint venture.  Working capital
increased by $23.7 million, primarily reflecting a $10.4 million increase in
trade accounts receivable due to higher sales in March 1997 versus December
1996, a $16.8 million increase in accounts receivable, other, mainly from the
sale of the Company's domestic trade accounts receivable, and a $2.2 million
increase in inventories, partially offset by a $5.3 million net increase in
accounts payable and accrued liabilities.

     Net cash generated from financing activities in the first quarter of 1997
totaled $20.2 million, mainly reflecting a $32.6 million increase in borrowings
under the Company's bank revolving credit facility, partially offset by a $13.4
million reduction in borrowings from an affiliate.

     As a result of the foregoing factors, cash and cash equivalents decreased
by $.3 million during the first quarter of 1997 to $17.5 million (excluding
$154.2 million of trading, available-for-sale and held-to-maturity securities
and other short-term investments).

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


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable














                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       7
<PAGE>
                                    PART II
                                       
                                       
                               OTHER INFORMATION


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
     March 30, 1997.

































                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       8
<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:  May 12, 1997             BY:  /s/Randall R. Lay
       ------------                  -----------------------------
                                    Randall R. Lay
                                    Vice President and
                                     Chief Financial Officer
                                    (Principal Financial and
                                     Accounting Officer)
                                    











                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       9