<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                FORM 10-K/A NO. 1

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For The Year Ended December 31, 1997

                         Commission File Number: 0-22098

                               INSILCO CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                            06-0635844
(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,
                               including zip code)

                                 (614) 792-0468
                         (Registrant's telephone number,
                              including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.001 par value

         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 the
filing requirements for at least the past 90 days. Yes[x] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]

         The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant was approximately $92,973,869 on April 3, 1998.

         Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes[x] No [ ]

         There were 4,120,128 shares of the Registrant's Common Stock
outstanding on April 3, 1998.


<PAGE>   2



                                    PART III

           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The following table sets forth name, age and business experience of the
directors of the Company. Each director has held the occupation indicated for
more than the past five years unless otherwise indicated.


<TABLE>
<CAPTION>
                                    NAME AND BUSINESS EXPERIENCE                                          AGE
                                    ----------------------------                                          ---

<S>                                                                                                       <C>
James J. Gaffney                                                                                          57 
        Mr. Gaffney specializes in the turnaround of financially troubled companies, serving
        with such companies as the chief executive officer, as a director or as an independent
        consultant. Mr. Gaffney provides consulting services to GS Capital Partners II, L.P. (a
        private investment fund affiliated with Water Street Corporate Recovery Fund I, L.P.
        and Goldman, Sachs & Co.) and other affiliated investment funds in relation to an
        investment held by those funds and, pursuant to such arrangement, is currently serving
        as Chairman of Vermont Investments, Ltd., a conglomerate based in New Zealand. He
        previously served as the President and Chief Executive Officer of General Aquatics,
        Inc., a successor to KDI Corporation , from September 1993 until it was sold in May
        1997, as Chief Executive Officer of International Tropic-Cal, Inc. from August 1991 to
        July 1992, and as an independent consultant from September 1989 to August 1991, and
        from July 1992 to the present. He also is a director of Koll Real Estate Group Inc.,
        Advantica Food Group, Inc., and several private companies.

Terence M. O'Toole                                                                                        39
        Mr. O'Toole has been a Managing Director of Goldman, Sachs & Co. ("Goldman Sachs")
        since November 1996. Previously, he was a general partner of Goldman Sachs from 1992 to
        1996. Mr. O'Toole is also a member of Goldman Sachs' Investment Committee. He was
        previously a Vice President of Goldman Sachs. Mr. O'Toole is a director of Amscan
        Holdings, Inc., AMF Bowling Inc., AMF Bowling Worldwide, Inc., Western Wireless
        Corporation, and several private companies.

Thomas E. Petry                                                                                           58
        Mr. Petry is the retired Chairman of the Board (a position he held from March 1989 to
        March 1998) of Eagle-Picher Industries, Inc., which is engaged in the manufacture of
        earthmoving equipment and other machinery, automotive parts and other industrial
        products. A voluntary petition under Chapter 11 of the Federal Bankruptcy Laws was
        filed by Eagle-Picher Industries, Inc. on January 7, 1991. An amended plan of
        reorganization was filed during August 1996, and approved by U.S. Bankruptcy Court
        during November 1996, whereby Eagle- Picher emerged from bankruptcy reorganization. Mr.
        Petry is a director of Eagle-Picher, The Union Central Life Insurance Co., The William
        Powell Co., CINergy Corp., Star Banc Corp., and Star Bank, N.A.

Robert L. Smialek                                                                                         54
        Mr. Smialek has served as Chairman of the Board, President and Chief Executive Officer
        of the Company since May 1, 1993. From October 1992 to May 1993, Mr. Smialek served as
        the President and Chief Operating Officer of the Temperature and Appliance Controls
        Group of Siebe plc, a global controls and engineering firm. From September 1990 to
        October 1992, Mr. Smialek served as President and Chief Operating Officer of Ranco,
        Inc., a subsidiary of Siebe, Inc. Mr. Smialek is a director of General Cable
        Corporation and Gleason Corporation.
</TABLE>



                                              -2-

<PAGE>   3




<TABLE>
<S>                                                                                                       <C>
Barry S. Volpert                                                                                          38
        Mr. Volpert has been a Managing Director of Goldman Sachs and a Participating Limited
        Partner in Goldman Sachs Group, L.P. ("GS Group") since November 1996. He was a general
        partner of Goldman Sachs from 1994 to 1996. He was previously a Vice President of
        Goldman Sachs from 1990 to 1994 and the Manager of Water Street Corporate Recovery Fund
        I, L.P., an investment partnership of which Goldman Sachs is the general partner
        ("Water Street"), from 1991 to 1994. From 1989 to 1991, Mr. Volpert was the head of
        Goldman Sachs' workout and restructuring advisory business. He also is a director of
        Elifin S.A. (Luxembourg), Vermont Investments, Ltd. (New Zealand), Starwood Hotels &
        Resorts Worldwide, Inc., IDB Holding Corporation Ltd., and Rockefeller Center
        Properties, Inc.
</TABLE>

       The nonemployee directors were first elected to the Board of Directors
effective April 1, 1993. Mr. Smialek, as the Company's Chief Executive Officer,
became a director effective May 1, 1993. Each has served as a director
continuously since his election.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

       The Board of Directors of the Company had a total of four regular
meetings and four special meetings. Each of the directors attended 75% or more
of the total number of the Board of Directors meetings held during 1997. The
Board of Directors has standing Audit and Compensation Committees. The members
of the Audit Committee are James J. Gaffney, Terence M. O'Toole, Thomas E. Petry
and Barry S. Volpert. The Audit Committee oversees the work of the internal
audit staff and external auditors and met three times during 1997. All members
of the Audit Committee attended 75% or more of the total number of the Audit
Committee meetings held during 1997. The Compensation Committee, comprised of
James J. Gaffney and Thomas E. Petry, reviews officer compensation, administers
the 1993 Long-Term Incentive Plan, and met two times during 1997, with both
members attending all meetings.

       As required by the Company's Amended and Restated Plan of Reorganization
filed with the United States Bankruptcy Court for the Western District of Texas
in November 1992 (the "Plan of Reorganization"), a Litigation Committee,
comprised of Messrs. Gaffney and Petry, investigated potential claims against
Merrill Lynch & Co., Inc., and its subsidiary Merrill Lynch, Pierce, Fenner &
Smith Inc., in connection with certain aspects of the leveraged buyout of the
Company in 1988. The Litigation Committee concluded its task in March 1997.

DIRECTOR COMPENSATION

       In 1993, the Company adopted the 1993 Nonemployee Director Stock
Incentive Plan (the "1993 Director Plan") covering 360,000 shares of Common
Stock for nonemployee directors in lieu of paying annual or other directors'
fees. Each present nonemployee director, having purchased 6,666 shares of Common
Stock issued by the Company at $15 per share, was awarded 13,334 shares of
restricted stock and has been granted options to purchase up to 40,000 shares of
Common Stock from the Company under the 1993 Director Plan. The terms of the
options and the restricted stock awards, including forfeiture provisions,
generally are the same as those described under "Employment and Severance
Benefit Agreements" respecting the options and restricted stock awarded Mr.
Smialek. Water Street owns the options granted to Messrs. O'Toole and Volpert
and the stock sold or awarded to them. Each nonemployee director participating
in the 1993 Director Plan has become fully vested in all of the options and
restricted stock awarded to them under the 1993 Director Plan.

EXECUTIVE OFFICERS

       Set forth below are the name, age and office of each "executive officer"
of the Company (as defined by the Securities and Exchange Commission).

<TABLE>
<S>                                            <C>              
       Robert L. Smialek, age 54               President and Chief Executive Officer
       Kenneth H. Koch, age 42                 Vice President, General Counsel and Secretary
       Leslie G. Jacobs, age 47                Vice President, Human Resources and Assistant Secretary
       Philip K. Woodlief, age 44              Vice President and Corporate Controller
       David A. Kauer, age 42                  Vice President and Treasurer
</TABLE>

                                              -3-

<PAGE>   4



       Executive officers are elected annually to serve for a year or until
their successors are elected. During the past five years, Mr. Smialek has had
the business experience set forth above under "Directors," while the other
executive officers have had the business experience described below. Unless
otherwise stated, positions are with the Company.

       Mr. Koch: Vice President, General Counsel and Secretary (since October
1993); prior thereto, attorney and partner with the law firm of Porter, Wright,
Morris & Arthur.

       Mr. Jacobs: Vice President, Human Resources (since August 1993); Director
of Human Resources from January 1990 to August 1993; prior thereto, Director,
Compensation and Employee Programs, of Rockwell International.

       Mr. Woodlief: Vice President and Corporate Controller (since April 1997);
Controller from February 1989 to April 1997.

       Mr. Kauer: Vice President and Treasurer (since April 1997); Treasurer
from September 1993 to April 1997; Controller and Treasurer of Johnson Yokogawa
Corporation (a joint venture of Yokogawa Electric Corporation and Johnson
Controls, Inc.), October 1989 - September 1993.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

       Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and greater than 10% stockholders, to file
reports of ownership and changes in ownership of the Company's securities with
the Securities and Exchange Commission ("SEC"). Copies of the reports are
required by SEC regulation to be furnished to the Company. Based on its review
of such reports and written representations from reporting persons, the Company
believes that all reporting persons complied with all filing requirements during
fiscal 1997.


                         ITEM 11. EXECUTIVE COMPENSATION

       The aggregate remuneration of the Chief Executive Officer during 1997 and
the four other most highly compensated executive officers of the Company whose
salary and bonus exceeded $100,000 for the fiscal year ended December 31, 1997,
is set forth in the following table:

                                       -4-

<PAGE>   5






                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                    Long-Term Compensation
                                                  Annual Compensation                       Awards
                                             --------------------------------------------------------------------
              (a)                    (b)           (c)             (d)               (f)                (g)               (i)
                                                                                                    Securities         All Other
Name and Principal                                                             Restricted Stock     Underlying        Compensation
Position                            Year       Salary ($)       Bonus ($)        Award(s) ($)       Options (#)           ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>            <C>                        <C>          <C>           <C>       
Robert L. Smialek                   1997            $550,000       $300,000                    --              --        $ 9,901(1)
President and CEO                   1996             537,499        235,000                    --              --         13,251(2)
                                    1995             500,000        180,000                    --              --         13,817(3)

Robert F. Heffron(4)                1997             276,250        135,000                    --          15,000          6,372(5)
Executive Vice President            1996             252,500        150,000                    --           4,000          5,920(6)
and Chief Operating Officer         1995             237,500        110,000                    --              --          3,671(7)

Philip K. Woodlief                  1997             174,667         80,000                    --          10,000          3,285(8)
Vice President and                  1996             157,000         65,000                    --           1,500          3,039(9)
Corporate Controller                1995             145,000         45,000                    --              --          2,412(10)

David A. Kauer                      1997             164,000         80,000                    --          10,000          3,369(11)
Vice President and                  1996             143,917         58,000                    --           1,500          3,109(12)
Treasurer                           1995             130,833         40,000                    --              --          2,447(13)

Kenneth H. Koch                     1997             162,833         75,000                    --          10,000          3,314(14)
Vice President, General             1996             151,167         78,373                    --           2,500          3,114(15)
Counsel and Secretary               1995             138,667         50,000                    --              --          2,693(16)
</TABLE>
--------------

(1)    Includes employer contributions under the Company's Employee Thrift Plan
       401(k) (the "Thrift Plan") ($2,400) and insurance premiums paid by the
       Company ($7,501).

(2)    Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($10,509).

(3)    Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($8,354).

(4)    Mr. Heffron was employed by the Company from July 1, 1993 to February 24,
       1998.

(5)    Includes Thrift Plan contributions ($2,400) and insurance premiums paid
       by the Company ($3,661).

(6)    Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($3,301).

(7)    Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($1,136).

(8)    Includes Thrift Plan contributions ($2,400) and insurance premiums paid
       by the Company ($885).

(9)    Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($733).

(10)   Includes Thrift Plan contributions ($2,198) and insurance premiums paid
       by the Company ($214).

(11)   Includes Thrift Plan contributions ($2,400) and insurance premiums paid
       by the Company ($969).

(12)   Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($859).

(13)   Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($197).

(14)   Includes Thrift Plan contributions ($2,400) and insurance premiums paid
       by the Company ($791).

(15)   Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($733).

(16)   Includes Thrift Plan contributions ($2,250) and insurance premiums paid
       by the Company ($198).

                                       -5-

<PAGE>   6




STOCK OPTIONS

       The following table shows information regarding options to purchase
shares of the Company's Common Stock granted to executive officers named in the
summary compensation table in 1997 under the 1993 Long-Term Incentive Plan.


<TABLE>
<CAPTION>
                                          OPTION GRANTS IN LAST FISCAL YEAR
-------------------------------------------------------------------------------------------------------------------------------
                                               INDIVIDUAL GRANTS                                                                
                              ----------------------------------------------------          POTENTIAL REALIZABLE VALUE
                                           % OF TOTAL                                         AT ASSUMED ANNUAL RATES
                                             OPTIONS                                        OF STOCK PRICE APPRECIATION
                               OPTIONS     GRANTED TO      EXERCISE                             FOR OPTION TERM(1)
                               GRANTED      EMPLOYEES       PRICE      EXPIRATION   -------------------------------------------
           NAME                  (#)      IN FISCAL YEAR  ($/SHARE)       DATE         0%($)          5%($)          10%($)
---------------------------   ----------  -------------   ----------  ------------  -----------   -------------   -------------
<S>                            <C>           <C>            <C>          <C>            <C>         <C>             <C>
Robert L. Smialek                --            --             --           --           --             --              --
Robert F. Heffron              15,000         9.9%          $36.75       6/25/02        $0          $152,300        $336,544
Philip K. Woodlief             10,000         6.6%          $36.75       6/25/02        $0          $101,533        $224,362
David A. Kauer                 10,000         6.6%          $36.75       6/25/02        $0          $101,533        $224,362
Kenneth H. Koch                10,000         6.6%          $36.75       6/25/02        $0          $101,533        $224,362
</TABLE>
--------------

(1)    The amounts under the columns labeled "5%($)" and "10%($)" are included
       by the Company pursuant to certain rules promulgated by the Securities
       and Exchange Commission and are not intended to forecast future
       appreciation, if any, in the price of the Company's Common Stock. Such
       amounts are based on the assumption that the option holders hold the
       options granted for their full term. The actual value of the options will
       vary in accordance with the market price of the Company's Common Stock.
       The column headed "0%($)" is included to illustrate that the options were
       granted at fair market value and option holders will not recognize any
       gain without an increase in the stock price, which increase benefits all
       shareholders commensurately.


       The following table provides certain information regarding the number and
the value of stock options held by the named executive officers at fiscal year
end.


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
                                                                 NUMBER OF SECURITIES               VALUE OF UNEXERCISED
                                                                UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS AT FISCAL
                                                            OPTIONS AT FISCAL YEAR-END (#)            YEAR-END ($)(2)
                                                            ------------------------------    --------------------------------
                                 SHARES
                                ACQUIRED
                                   ON           VALUE
                                EXERCISE      REALIZED
           NAME                    (#)         ($)(1)       EXERCISABLE     UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
---------------------------    ----------    -----------    ------------    --------------    -------------    ---------------
<S>                               <C>         <C>                <C>                <C>            <C>                <C>     
Robert L. Smialek                 160,000     $3,460,000         160,000            80,000         $480,000           $760,000
Robert F. Heffron                   5,000     $  111,875          29,332            17,668         $384,000           $      0
Philip K. Woodlief                  9,488     $  212,690          11,012            11,000         $114,216           $      0
David A. Kauer                      5,000     $  111,875          10,500            11,000         $105,000           $      0
Kenneth H. Koch                     7,500     $  167,813          10,332            11,668         $ 96,000           $      0
</TABLE>
--------------

(1)    Value realized represents the difference between the exercise price of
       the option shares and the market price of the option shares on the date
       the option was exercised. The value realized was determined without
       consideration for any taxes or brokerage expenses which may have been
       owed.

(2)    Represents the total gain which would be realized if all in-the-money
       options held at year end were exercised, determined by multiplying the
       number of shares underlying the options by the difference between the per
       share option exercise price and per share fair market value of $33.00 on
       December 31, 1997.


                                       -6-

<PAGE>   7



       The following table provides certain information regarding long-term
incentive plan awards of the Company's Common Stock granted to executive
officers named in the summary compensation table in 1997 under the 1993
Long-Term Incentive Plan.


             LONG -TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                  (a)                            (b)                                     (c)
                                          Number of Shares,
                                            Units or Other                Performance or Other Period Until
           Name                            Rights (#)(1)(2)                     Maturation or Payout
-------------------------------        ------------------------         -------------------------------------
<S>                                                    <C>                             <C>
Robert L. Smialek                                            --                          --
Robert F. Heffron                                        14,964                        6/24/00
Philip K. Woodlief                                        9,506                        6/24/00
David A. Kauer                                            9,252                        6/24/00
Kenneth H. Koch                                           9,088                        6/24/00
</TABLE>
--------------

(1)    Under the terms of the Company's 1993 Long-Term Incentive Plan, the
       Company adopted a Share Investment Program, effective June 25, 1997 (the
       "Program"), to create a significant increase in shareholder value and to
       retain key management personnel necessary to achieve such objective. The
       Compensation Committee designated certain members of executive management
       to participate in the Program. Under the terms of the Program,
       participants were required to maintain an investment of shares of the
       Company's Common Stock up to an amount equal to the participant's annual
       salary (the "Initial Investment") until certain conditions are satisfied.
       The Program provides for the award of two tranches of restricted stock,
       each in an amount equal to the Initial Investment. The first tranche is
       awarded if the Company's Common Stock achieves a market price of $47.77
       for 20 consecutive trading days and the second tranche is awarded if the
       Company's Common Stock achieves a market price of $58.80 for 20
       consecutive trading days. The shares awarded under the Program upon
       satisfaction of the market price conditions do not vest to the
       participants until June 24, 2000 and any earned or awarded shares may be
       forfeited if the participant voluntarily terminates his or her employment
       prior to such vesting.

(2)    The number of shares reported in the table assumes that the goals for the
       first and second tranche established under the Program have been
       achieved.

RETIREMENT PLAN AND SUPPLEMENTAL ARRANGEMENTS

       The Company's Retirement Plan for Salaried Employees (the "Retirement
Plan") provides retirement benefits for salaried employees, including officers.
The Company compensates employees for the loss of benefits which otherwise would
result because of the limitations the Internal Revenue Code places on pensions
that may be paid under tax-qualified retirement plans such as the Retirement
Plan. The unfunded supplemental retirement payments are accounted for as
operating expenses when earned.

       The following table shows the estimated annual retirement allowances
payable after retirement at normal retirement age to persons in the following
specified remuneration and years-of-service classifications (before any
deductions for joint or survivorship payments) without regard to any statutory
limitations imposed by the Internal Revenue Code. Normal retirement allowances,
beginning at age 65, equal (i) 50% of final average compensation minus (ii) 50%
of the retiree's primary social security benefit, pro-rated if total service is
less than 25 years or, in certain cases, is less than 35 years. Five years of
service is required for vesting.



                                       -7-

<PAGE>   8





<TABLE>
<CAPTION>
       FINAL
      AVERAGE                                             Years of Service
    EARNINGS(1)                 15                 20                 25                 30                 35

      <S>                   <C>               <C>                <C>                <C>                <C>     
      $125,000              $ 33,385          $ 44,514           $ 55,642           $ 55,642           $ 55,642
       150,000                40,885            54,514             68,142             68,142             68,142
       175,000                48,385            64,514             80,642             80,642             80,642
       200,000                55,885            74,514             93,142             93,142             93,142
       250,000                70,885            94,514            118,142            118,142            118,142
       300,000                85,885           114,514            143,142            143,142            143,142
       350,000               100,885           134,514            168,142            168,142            168,142
       400,000               115,885           154,514            193,142            193,142            193,142
       450,000               130,885           174,514            218,142            218,142            218,142
       500,000               145,885           194,514            243,142            243,142            243,142
       550,000               160,885           214,514            268,142            268,142            268,142
       600,000               175,885           234,514            293,142            293,142            293,142
       650,000               190,885           254,514            318,142            318,142            318,142
</TABLE>
---------------

(1)    The higher of (i) average annual compensation for any five consecutive
       calendar years during the final 10 years of employment or (ii) the
       average annual compensation for the last 60 months of employment.
       Compensation consists of salary (including voluntary salary deferrals)
       and bonus. Supplemental payments are based on average earnings in excess
       of $160,000.

       At December 31, 1997, Messrs. Smialek, Heffron, Koch, Woodlief, and Kauer
were credited, under the Retirement Plan and various supplemental arrangements,
with approximately 3.7, 6.8, 3.2, 7.9, and 3.3 years of service, respectively,
for purposes of determining their pensions.

EMPLOYMENT AND SEVERANCE BENEFIT AGREEMENTS

       The Company employs Mr. Smialek under an agreement providing that Mr.
Smialek will serve indefinitely as President and Chief Executive Officer of the
Company. Under the agreement, Mr. Smialek receives an annual base salary of
$550,000. Mr. Smialek will be eligible to receive annual bonuses and salary
increases in such amounts as may be reasonably determined by the Compensation
Committee. Mr. Smialek received an annual bonus for 1997 in the amount of
$300,000. Mr. Smialek also is entitled to participate in all incentive, savings,
retirement and welfare benefit plans and arrangements in which certain other
senior executive officers are eligible to participate, other than any restricted
stock or option plans in which his participation will be at the discretion of
the Company.

       If Mr. Smialek's employment is terminated by the Company without "Cause"
or by Mr. Smialek for "Good Reason" (as the quoted terms are used in the
agreement), he will be entitled to a lump sum amount equal to his accrued
salary, annual bonus and vacation pay and any compensation previously deferred
by him (collectively, the "Accrued Obligations") as well as a severance payment
equal to his annual salary plus the greater of $150,000 or his most currently
determined annual bonus, together with the continuation of certain benefits for
a one-year period.

       In 1993, Mr. Smialek purchased from the Company 33,333 restricted shares
of Common Stock issued under the Plan at a cash purchase price per share of $15,
whereupon 66,667 restricted shares were awarded to him under the Plan for a
nominal price (all of such restricted shares are referred to collectively herein
as the "Restricted Shares"). Restrictions on the Restricted Shares expired March
31, 1996, and Mr. Smialek has all the rights of a holder of common stock with
respect to such shares. Mr. Smialek has the option to settle the tax withholding
obligations of the Company resulting from expiration of the restrictions with
shares of Common Stock.

       In December 1996, the Company entered into a Value Appreciation Agreement
with Messrs. Heffron, Jacobs, Koch, Woodlief, Kauer and certain other officers.
The Value Appreciation Agreement provides that the executives will be entitled
to receive a commission from the Company in certain circumstances following a
transaction giving rise to a change in control. The amount of the commission is
dependent on achieving a threshold price per share in any such

                                       -8-

<PAGE>   9



transaction and is determined based on the amount realized per share in excess
of the threshold price taking into account increases in the Company's enterprise
value since December 1996. The Value Appreciation Agreement has a term of two
years. On March 24, 1998, the Company announced that it had entered into a
definitive merger agreement with DLJ Merchant Banking Partners II, L.P.
("DLJMB") at a price of $44.50 per share payable in a combination of $42.98 in
cash and the right to retain .03419 of a share of common stock of the surviving
corporation. If the Company consummates the pending merger with DLJMB, the
commission on the sale will be $2.6 million.

       In December 1996, the Company entered into Income Protection Agreements
with Messrs. Heffron, Jacobs, Koch, Woodlief, Kauer and certain other officers.
The Income Protection Agreements provide that in the event of termination of an
executive's employment by the Company without cause, or, in certain
circumstances, by the executive, the executive will be entitled to receive
certain severance benefits. The benefits payable to the executive in the event
of a termination of employment covered by the Income Protection Agreement are as
follows: (i) one year's base salary; (ii) a bonus equal to the bonus paid to
executive in 1996 or the target bonus for the year in which employment is
terminated, as well as a pro rated bonus for the year in which the termination
occurs; (iii) continued participation in the Company's benefit plans for the
duration of the severance period; (iv) accelerated vesting of all stock options
and stock appreciation rights; (v) continuation of any rights to indemnification
from the Company; and (vi) certain outplacement services. The Income Protection
Agreements have three year terms and automatically renew for subsequent one year
terms, unless terminated by either party.


       The following Compensation Committee Report and Performance Graph will
not be deemed incorporated by reference by any general statement incorporating
by reference this Form 10-K/A No. 1 into any of the Company's filings under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically incorporates this
information by reference, and will not otherwise be deemed filed under such
Acts.

                          BOARD COMPENSATION COMMITTEE
                        REPORT ON EXECUTIVE COMPENSATION

OVERVIEW

       The Compensation Committee (the "Committee") has been given the authority
to review and evaluate individual executive officers and to determine the
compensation for each executive officer. In general, the Committee's philosophy
is to attract, motivate and retain qualified key executives, reward individual
performance, relate compensation to Company goals and objectives and enhance
shareholder value. The Company's compensation program includes competitive base
salaries, annual bonus opportunities, competitive benefits and long-term awards
under the 1993 Long-Term Incentive Plan (the "Plan").

COMPENSATION OF CHIEF EXECUTIVE OFFICER

       Robert L. Smialek became the Company's Chief Executive Officer effective
May 1, 1993. The Compensation Committee, by approval of the Second Extension
Agreement between the Company and Mr. Smialek dated September 25, 1997, extended
the employment agreement indefinitely. Mr. Smialek's compensation for 1997
consisted of a base salary of $550,000 and a bonus of $300,000. Determination of
Mr. Smialek's base salary was primarily based on Mr. Smialek's background and
experience, and compensation levels of executives in similar positions in
comparable businesses. The cash bonus paid to Mr. Smialek for 1997 was based
primarily on the Company achieving certain specified financial performance goals
and the perceptions of the Committee. Mr. Smialek will also be eligible to
receive annual bonuses in such amounts as may be reasonably determined from time
to time by the Compensation Committee.


                                       -9-

<PAGE>   10



COMPENSATION OF EXECUTIVE OFFICERS

       The Company's compensation program for its executive officers is based on
the following objectives:

       o          Total compensation of the executive officers should be linked
                  to the financial performance of the Company and enhancement of
                  shareholder value.

       o          The compensation paid to the executive officers of the Company
                  should be competitive with executive compensation levels of
                  similar companies so that the Company can attract, motivate
                  and retain qualified key executives.

       o          The compensation program should reward outstanding individual
                  performance and contributions to the Company as well as
                  experience.

       Compensation for executive officers in 1997 consisted of base salary,
bonuses and stock option awards under the Plan. Base salaries and bonuses were
paid to executive officers (excluding the Chief Executive Officer) based upon
each such executive officer's individual performance, duties, responsibilities,
experience and tenure, general economic conditions, the recent financial
performance of the Company, and other factors. Bonuses paid to the executive
officers were determined in accordance with a bonus plan that required 70% of
the bonus to be determined on the basis of the Company's achieving certain
specified financial performance goals, and 30% on the basis of the Committee's
and the Chief Executive Officer's evaluation of the performance of each
executive officer. In addition, the Chief Executive Officer has the discretion
to make performance-related individual awards.

       Stock options were awarded under the Plan to executive officers
(excluding the Chief Executive Officer) in June 1997. The number of options
awarded to each executive officer was determined by the Committee based on a
recommendation of the Chief Executive Officer. Determination of such awards was
based on the executive officer's length of services and the perceptions of the
Committee and the Chief Executive Officer of the individual contributions and
performance and ability to impact overall business results. The Committee
considered the levels of options awarded to executives in similar positions and
at similar salary levels as compared to surveys published by compensation
consulting firms.

IMPACT OF 1993 TAX ACT CHANGES

       The Budget Reconciliation Act of 1993 (the "Act") amended the Internal
Revenue Code to add Section 162(m) that bars a deduction to any publicly held
corporation for compensation paid to a "covered employee" in excess of
$1,000,000 per year (the "Dollar Limitation"). A covered employee of the Company
is any employee who appears in the Summary Compensation Table who is also
employed by the Company on December 31. The Dollar Limitation applies to tax
years beginning after 1993.

       The legislation potentially impacts three components of the Company's
executive compensation package. These include base salaries, bonuses, and awards
under the Plan. The Company does not believe that the legislation as amended
will have any effect on the deductibility of compensation payable in 1997 to any
of its executive officers.

       The Company believes that the Plan currently qualifies for the exemption
provided for performance based compensation and awards under the Plan will not
be subject to the Dollar Limitation.

COMPENSATION COMMITTEE:

James J. Gaffney
Thomas E. Petry


                                      -10-

<PAGE>   11



PERFORMANCE GRAPH

       The following Performance Graph compares the performance of the Company
with that of the Russell 2000 Index and the Standard & Poor's Conglomerates
Index. The comparison of cumulative total return to shareholders assumes that
$100 was invested in the Common Stock of the Company on September 15, 1993 (the
effective date of the registration of the Company's Common Stock under the
Securities Exchange Act of 1934, as amended), and in the Russell 2000 Index and
the Standard & Poor's Conglomerates Index on August 31, 1993, and that all
dividends were reinvested.



                Comparison of 52 Month Cumulative Total Return*
            Among Insilco Corporation, The S & P Conglomerate Index
                           And The Russell 2000 Index

<TABLE>
<CAPTION>
                              8/93         12/93      12/94      12/95      12/96       12/97

<S>                         <C>           <C>        <C>        <C>        <C>         <C>    
Insilco Corporation         $100.00       $113.00    $207.00    $268.00    $323.00     $277.00
Russell 2000                 100.00        105.00     104.00     129.00     148.00      181.00
S & P Conglomerates          100.00         99.00      94.00     122.00     139.00      156.00
</TABLE>

* Assumes $100 invested on 09/15/93 in Insilco common stock or on 08/31/93 in
  each index. Total return assumes dividends are reinvested.

                                      -11-

<PAGE>   12



    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

       The following table sets forth the only persons known by the Company to
be the beneficial owners of more than five percent (5%) of the outstanding
shares of Common Stock of the Company on April 3, 1998:

NAME AND ADDRESS                           NUMBER OF SHARES          PERCENTAGE
OF BENEFICIAL OWNER                       BENEFICIALLY OWNED          OF CLASS

Water Street Corporate Recovery                 1,863,878(1)(2)          45.2%
Fund I, L.P.
85 Broad Street
New York, NY  10004

Neuberger & Berman, LLC                           546,818                13.3%
605 Third Avenue
New York, NY  10158-3698
-------------

(1)    Represents shares beneficially owned by Water Street. Goldman Sachs is
       the general partner of Water Street and thus may be deemed to be the
       beneficial owner of shares held by Water Street. GS Group is a general
       partner of Goldman Sachs and directly owns 334 shares of Common Stock not
       included in the amount shown. The address of Goldman Sachs and GS Group
       is 85 Broad Street, New York, NY 10004. Goldman Sachs disclaims
       beneficial ownership of the shares held by Water Street except to the
       extent such ownership corresponds to its interests in Water Street and
       disclaims beneficial ownership of the shares held by GS Group. GS Group
       disclaims beneficial ownership of the shares held by Water Street to the
       extent partnership interests in Water Street are held by persons other
       than GS Group, Goldman Sachs or their affiliates.

(2)    Includes an aggregate of 80,000 shares of Common Stock acquired from the
       Company by Water Street through Messrs. O'Toole and Volpert pursuant to
       the director plan described under "Director Compensation."

                                      -12-

<PAGE>   13



SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

       The following table sets forth, as of April 3, 1998, the beneficial
ownership of the Company's Common Stock by each officer named in the Summary
Compensation Table who owns shares of the Common Stock, each director of the
Company and by all directors and executive officers as a group:

                                          NUMBER OF SHARES           PERCENTAGE
NAME OF BENEFICIAL OWNER                 BENEFICIALLY OWNED           OF CLASS

James J. Gaffney                               8,000                        *
Terence M. O'Toole                         1,863,878(1)                 45.2%
Thomas E. Petry                                8,000                        *
Robert L. Smialek                            315,066(2)                  7.2%
Barry S. Volpert                           1,863,878(1)                 45.2%
Robert F. Heffron(3)                          31,564(4)                     *
Kenneth H. Koch                               12,464(5)                     *
Philip K. Woodlief                            12,013(6)                     *
David A. Kauer                                11,800(7)                     *
All directors and executive
 officers as a group (9 persons)           2,245,429(8)                 50.9%
--------------

*      Less than 1%

(1)    The shares listed for Mr. O'Toole and Mr. Volpert are beneficially owned
       by Water Street or by Goldman Sachs or GS Group of which Mr. O'Toole and
       Mr. Volpert are general partners; however, Mr. O'Toole and Mr. Volpert
       disclaim beneficial ownership of such shares except to the extent of
       their indirect pecuniary interest in such shares.

(2)    Includes 240,000 shares subject to stock options exercisable within 60
       days of April 3, 1998.

(3)    Mr. Heffron's employment with the Company terminated effective February
       24, 1998.

(4)    Includes 30,664 shares subject to stock options exercisable within 60
       days of April 3, 1998.

(5)    Includes 11,164 shares subject to stock options exercisable within 60
       days of April 3, 1998.

(6)    Includes 11,512 shares subject to stock options exercisable within 60
       days of April 3, 1998.

(7)    Includes 11,000 shares subject to stock options exercisable within 60
       days of April 3, 1998.

(8)    Includes 287,484 shares subject to stock options exercisable within 60
       days of April 3, 1998.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The Compensation Committee of the Board of Directors has been comprised
of two nonemployee directors, James J. Gaffney and Thomas E. Petry. None of the
current directors on the Compensation Committee was an officer or employee of
the Company or any of its subsidiaries during 1997 or had any relationships
during 1997 that would require disclosure under SEC rules, except as follows:

       In 1995, the Company loaned $210,000 to James J. Gaffney, a director of
the Company, in two separate loan transactions. Each loan bears interest at a
variable rate equal to the applicable federal rate at the date of the loan,
adjusted semi-annually in accordance with changes in the applicable federal rate
and is payable to the Company on demand. Mr. Gaffney pledged 13,334 shares of
restricted stock of the Company to secure his repayment obligation under the
terms of the loans. The loan was repaid in full on February 19, 1997.

       Terence M. O'Toole and Barry S. Volpert are partners in Goldman Sachs and
directors of the Company. Goldman Sachs has from time to time provided the
Company with financial advisory services in connection with significant
transactions, including debt offerings, debt refinancings, purchases and sales
of businesses, and the sale of the Company. Goldman Sachs has performed such
financial advisory and other investment banking services for the

                                      -13-

<PAGE>   14



Company on terms and conditions no less favorable to it than it could obtain
from an unaffiliated firm of comparable rank, and provide for the payment of
fees, the reimbursement of Goldman Sachs' reasonable expenses and the
indemnification of Goldman Sachs against various liabilities, including
liabilities under the federal securities laws. Goldman Sachs may also hold or
acquire from time to time equity or creditor interests in entities with which
the Company transacts business in the ordinary course. The Company is not aware
of any transaction or of any currently proposed transaction, in which Goldman
Sachs has any material direct or indirect interest as a result of its ownership
position in a party to the transaction other than the Company, except as
follows:

       On July 3, 1997, the Company refinanced its existing credit facility
under a new six year $200 million credit facility with a bank group consisting
of Citicorp USA, Inc., Goldman Sachs Credit Partners L.P. (formerly Pearl
Street, L.P.), an affiliate of Goldman Sachs, and First National Bank of
Chicago. Goldman Sachs Credit Partners L.P. had an initial participating
interest of $66,667,000 in the credit facility. Goldman Sachs Credit Partners
L.P. received $583,000 from the agent bank for its portion of the arrangement
fee paid by the Company in 1997.

       During 1997, Goldman Sachs was retained to assist the Company in the sale
of the Rolodex business. The business was sold March 5, 1997 and the Company
paid Goldman Sachs $1,966,000 in investment banking fees and expenses related to
the sale.

       During 1997, Goldman Sachs was also retained to provide the Company with
investment banking services in connection with the Company's issuance of $150
million aggregate principal amount of 10.25% Senior Subordinated Notes due 2007
which was completed on August 12, 1997 (the "Notes"), as well as the self tender
offer to acquire 2,857,142 shares of Common Stock which was completed on August
12, 1997 (the "Tender Offer"). The Company paid Goldman Sachs $3,094,000 in
underwriting fees related to the Notes, $2,042,000 in investment banking fees in
connection with the refinancing and the issuance of the Notes, and $204,000 for
services rendered in connection with the Tender Offer.

       The Company announced on March 24, 1998, that it has entered into a
definitive merger agreement with DLJMB. Goldman Sachs advised the Company in
connection with this transaction pursuant to the engagement described in the
preceding paragraph which was still in effect. Goldman Sachs will receive a fee
of $2 million payable on the consummation of the merger.

       The Company believes that the terms of all the transactions and existing
arrangements set forth above are no less favorable to the Company than similar
transactions and arrangements which might have been entered into with unrelated
parties.

                                      -14-

<PAGE>   15


                                   SIGNATURES

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

                                    INSILCO CORPORATION


Date:  April 10, 1998               By: /s/ PHILIP K. WOODLIEF
                                       ---------------------------------
                                        Philip K. Woodlief
                                        Vice President and Corporate Controller

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
Company and in the capacities indicated on the 10th day of April, 1998.

       Signature                                 Title


    *ROBERT L. SMIALEK          President, Chief Executive Officer, and Director
---------------------------     (Principal Executive Officer)
    Robert L. Smialek

    *PHILIP K. WOODLIEF         Vice President and Corporate Controller
---------------------------     (Principal Accounting Officer)
    Philip K. Woodlief

    *JAMES J. GAFFNEY           Director
---------------------------
    James J. Gaffney

    *TERENCE M. O'TOOLE         Director
---------------------------
    Terence M. O'Toole

    *THOMAS E. PETRY            Director
---------------------------
    Thomas E. Petry

    *BARRY S. VOLPERT           Director
---------------------------
    Barry S. Volpert

*By: /s/ PHILIP K. WOODLIEF
    -----------------------
     Philip K. Woodlief
     Attorney-in-Fact


                                      -15-