As filed with the Securities and Exchange Commission on August 19, 1998
                                                  Registration No. 333-[_____]
==============================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                         -------------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                         -------------------------

                              Insilco Holding Co.
            (Exact Name of issuer as specified in its charter)

                         -------------------------

   Delaware                    367,346,274,359                 06-1158291
(State or other         (Primary Standard Industrial        (I.R.S. Employer
jurisdiction of              Classification No.)           Identification No.)
of incorporation          50 East Swedesford Road
or organization)        Frazer, Pennsylvania 19355
                              (610) 296-6000
                           (Address of principal
                            executive offices)

         Insilco Holding Co. and Insilco Corporation Equity Unit Plan
                           (Full title of the Plan)

                         -------------------------

                               Leslie G. Jacobs
                       Vice President - Human Resources
                              Insilco Holding Co.
                             425 Metro Place North
                              Dublin, Ohio 43017
                    (Name and address of agent for service)
                Telephone number, including area code, of agent
                          for service: (614) 791-3106

                                Copies to:
                               John Buttrick
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                         New York, New York 10017


                      CALCULATION OF REGISTRATION FEE
==============================================================================
                                       Proposed      Proposed
                                       Maximum       Maximum
                                       Offering      Aggregate    Amount of
Title of Securities    Amount to be    Price Per     Offering     Registration
 to be Registered      Registered(1)   Share(2)      Price(2)     Fee
------------------------------------------------------------------------------
Preferred Shares...       88,194          $45       $3,968,730      $1,171
==============================================================================
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) Estimated pursuant to Rule 457(h) of the General Rules and Regulations
    under the Securities Act of 1933 (the "1933 Act") in respect of 88,194
    shares issuable upon the settlement of Equity Units under the Insilco
    Holding Co. and Insilco Corporation Equity Unit Plan.
==============================================================================

           This Registration Statement Includes a Total of XX Pages.
                           Exhibit Index on Page X.


                                    PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the 1933 Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

               The information required to be provided to participants pursuant
to this Item is set forth in the Prospectus for the Insilco Holding Co. and
Insilco Corporation Equity Unit Plan (the "Plan") together with the copy of the
Plan attached to the Prospectus as Exhibit A thereto.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Insilco Holding Co. (the "Company" or the "Registrant") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to register 88,194 shares of the Company's
Preferred Shares ("Preferred Shares"), issuable pursuant to the Plan and such
indeterminate number of additional shares which may be offered and issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to the Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               Insilco Holding Co. hereby incorporates herein by reference the
following documents filed by Insilco Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (Exchange Act File No. 0-22098) or by the Company (Exchange
Act File No. 000-24813) thereunder:

               (1) Insilco Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;

               (2)  All reports filed by Insilco Corporation pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1997; and

               (3)  All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES

      The par value of each Preferred Share will be equal to the settlement
amount of the equity unit in respect of which the Preferred Share is issued.
Each Preferred Share shall be entitled to dividends at the annual rate of 15%
of par value per annum.  Dividends on a Preferred Share will be payable in-kind
for the first 5 years after the Preferred Share is issued and in cash
thereafter. Preferred Shares shall rank prior and senior to all classes of
common stock of the Company with respect to dividends and liquidation
preference, but shall rank after and junior to the Company's 15% Senior
Exchangeable Preferred Stock due 2010 and each other class of preferred stock
which is hereafter issued by the Company and designated as ranking prior and
senior to the Preferred Shares. The Preferred Shares shall be entitled to vote
only with respect to proposals that would decrease the dividend or liquidation
preference of the Preferred Shares, in which case each Preferred Share shall
have one vote, with a majority of the Preferred Shares required to approve such
a proposal. The Company shall have the right to redeem the Preferred Shares at
any time in the Company's sole discretion at the accreted value of the
Preferred Shares payable in cash or debentures of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 145 of the DGCL permits a corporation to indemnify any
of its directors or officers who was or is a party, or is threatened to be
made a party to any third party proceeding by reason of the fact that such
person is or was a director or officer of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reason to believe that such person's conduct was unlawful.  In a
derivative action, i.e., one by or in the right of the corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted
in good faith and in a manner that no indemnification shall be made if such
person shall have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

               The Company provides indemnification to its officers and
directors to the extent authorized by Delaware law and maintains officer's and
director's liability in respect of such officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8. EXHIBITS

               The following is a complete list of exhibits filed as part of
this Registration Statement:

Exhibit
  No.
-------
 4(a)     Certificate of Incorporation of the Company (incorporated by
          reference to Exhibit 3.1 to the Company's Report on Form 8-K
          (Exchange Act File No. 000-24813)filed with the Securities and
          Exchange Commission on August 18, 1998 (the "Form 8-K"))

 4(b)     By-Laws of the Company (incorporated by reference to Exhibit 3.2
          to the Form 8-K)

 4(c)     Form of Insilco Holding Co. and Insilco Corporation Equity Unit Plan

 5        Opinion of counsel(1)

 15       Letter re Unaudited Interim Financial Information

 23(a)    Consent of KPMG Peat Marwick LLP

 23(b)    Consent of counsel(1)

 24       Power of Attorney (set forth on the signature pages hereof)
 ---------------
 (1)  To be filed by amendment.

ITEM 9. UNDERTAKINGS

               (a) The undersigned registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                     (i) To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933 (the "Securities
               Act");

                     (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration
               statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               registration statement; and

                     (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement; and

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

               (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

               (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (b) The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the Securities Act, each
       filing of the registrant's Annual Report pursuant to Section 13(a) or
       Section 15(d) of the Exchange Act (and, where applicable, each filing
       of an employee benefit plan's Annual Report pursuant to Section 15(d)
       of the Exchange Act) that is incorporated by reference in the
       registration statement shall be deemed to be a new registration
       statement relating to the securities offered therein, and the offering
       of such securities at that time shall be deemed to be the initial bona
       fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under
       the Securities Act may be permitted to directors, officers and
       controlling persons of the registrant pursuant to the foregoing
       provisions, or otherwise, the registrant has been advised that in the
       opinion of the Securities and Exchange Commission such indemnification
       is against public policy as expressed in the Act and is, therefore,
       unenforceable.  In the event that a claim for indemnification against
       such liabilities (other than the payment by the registrant of expenses
       incurred or paid by a director, officer or controlling person of the
       registrant in the successful defense of any action, suit or proceeding)
       is asserted by such director, officer or controlling person in
       connection with the securities being registered, the registrant will,
       unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against public policy as
       expressed in the Act and will be governed by the final adjudication of
       such issue.


                                SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dublin, Ohio, on the 17th day of August, 1998.


                                   INSILCO HOLDING CO.



                                   By /s/ ROBERT L. SMIALEK
                                      ________________________________________
                                          Robert L. Smialek
                                          Chairman and Chief Executive Officer


                             POWER OF ATTORNEY

               Know all men by these presents, that each person whose signature
appears below, constitutes and appoints Robert L. Smialek, David A. Kauer, and
Leslie G. Jacobs, and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable Insilco Holding Co. to comply with the Securities
Act of 1933 and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing with the Securities and Exchange
Commission of the Registration Statement on Form S-8 under the Securities Act
of 1933, including specifically but without limitation, power and authority to
sign the name of the undersigned to such Registration Statement, and any
amendments to such Registration Statement (including post-effective
amendments), and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, to sign
any and all applications, Registration Statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to
file the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


      Signature                          Title                      Date
      ---------                          -----                      ----

/s/ ROBERT L. SMIALEK         Chairman and Chief Executive     August 17, 1998
-------------------------     Officer and Director
    Robert L. Smialek
                              Vice President and Chief         August 17, 1998
 /s/ DAVID A. KAUER           Financial Officer (Principal
-----------------------       Financial and Accounting
     David A. Kauer           Officer)

/s/ WILLIAM F. DAWSON         Director                         August 17, 1998
-----------------------
    William F. Dawson

  /s/ THOMSON DEAN            Director                         August 17, 1998
-----------------------
      Thompson Dean


                               INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this Registration
Statement:


Exhibit                                                          Sequentially
Number                 Exhibit                                   Numbered Page
--------               -------                                   -------------

 4(a)    Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3.1 to the
         Company's Report on Form 8-K (Exchange Act File No.
         000-24813) filed with the Securities and Exchange
         Commission on August 18, 1998 (the "Form 8-K"))........      (1)

 4(b)    By-Laws of the Company (incorporated by reference
         to Exhibit 3.2 to the Form 8-K)........................      (1)

 4(c)    Form of Insilco Holding Co. Equity Unit Plan...........       8

 5       Opinion of counsel.....................................      (2)

 15      Letter re Unaudited Interim Financial Information......      31

 23(a)   Consent of KPMG Peat Marwick LLP.......................      32

 23(b)   Consent of counsel.....................................      (2)

 24      Power of Attorney (set forth on the signature pages
         hereof)................................................       6
---------------
(1)  Incorporated by reference.

(2)  To be filed by amendment.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19076}]
{"company-data": {"conformed-name": "INSILCO HOLDING CO", "cik": "0001068049", "assigned-sic": "2510", "irs-number": "061158291", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61811", "film-number": "98694150"}, "business-address": {"street1": "425 METRO PLACE NORTH, FIFTH FLOOR", "city": "DUBLIN", "state": "OH", "zip": "43017", "phone": "6147920468"}}
As filed with the Securities and Exchange Commission on August 19, 1998
                                                  Registration No. 333-[_____]
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                         -------------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                         -------------------------

                              Insilco Holding Co.
            (Exact Name of issuer as specified in its charter)

                         -------------------------

   Delaware                    367,346,274,359                 06-1158291
(State or other         (Primary Standard Industrial        (I.R.S. Employer
jurisdiction of              Classification No.)           Identification No.)
of incorporation          50 East Swedesford Road
or organization)        Frazer, Pennsylvania 19355
                              (610) 296-6000
                           (Address of principal
                            executive offices)

         Insilco Holding Co. and Insilco Corporation Equity Unit Plan
                           (Full title of the Plan)

                         -------------------------

                               Leslie G. Jacobs
                       Vice President - Human Resources
                              Insilco Holding Co.
                             425 Metro Place North
                              Dublin, Ohio 43017
                    (Name and address of agent for service)
                Telephone number, including area code, of agent
                          for service: (614) 791-3106

                                Copies to:
                               John Buttrick
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                         New York, New York 10017

                      CALCULATION OF REGISTRATION FEE
==============================================================================
                                       Proposed      Proposed
                                       Maximum       Maximum
                                       Offering      Aggregate    Amount of
Title of Securities    Amount to be    Price Per     Offering     Registration
 to be Registered      Registered(1)   Share(2)      Price(2)     Fee
------------------------------------------------------------------------------
Preferred Shares...       88,194          $45       $3,968,730      $1,171
==============================================================================
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) Estimated pursuant to Rule 457(h) of the General Rules and Regulations
    under the Securities Act of 1933 (the "1933 Act") in respect of 88,194
    shares issuable upon the settlement of Equity Units under the Insilco
    Holding Co. and Insilco Corporation Equity Unit Plan.
==============================================================================

           This Registration Statement Includes a Total of XX Pages.
                           Exhibit Index on Page X.

                                    PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the 1933 Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

               The information required to be provided to participants pursuant
to this Item is set forth in the Prospectus for the Insilco Holding Co. and
Insilco Corporation Equity Unit Plan (the "Plan") together with the copy of the
Plan attached to the Prospectus as Exhibit A thereto.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Insilco Holding Co. (the "Company" or the "Registrant") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to register 88,194 shares of the Company's
Preferred Shares ("Preferred Shares"), issuable pursuant to the Plan and such
indeterminate number of additional shares which may be offered and issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to the Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               Insilco Holding Co. hereby incorporates herein by reference the
following documents filed by Insilco Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (Exchange Act File No. 0-22098) or by the Company (Exchange
Act File No. 000-24813) thereunder:

               (1) Insilco Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;

               (2)  All reports filed by Insilco Corporation pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1997; and

               (3)  All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES

      The par value of each Preferred Share will be equal to the settlement
amount of the equity unit in respect of which the Preferred Share is issued.
Each Preferred Share shall be entitled to dividends at the annual rate of 15%
of par value per annum.  Dividends on a Preferred Share will be payable in-kind
for the first 5 years after the Preferred Share is issued and in cash
thereafter. Preferred Shares shall rank prior and senior to all classes of
common stock of the Company with respect to dividends and liquidation
preference, but shall rank after and junior to the Company's 15% Senior
Exchangeable Preferred Stock due 2010 and each other class of preferred stock
which is hereafter issued by the Company and designated as ranking prior and
senior to the Preferred Shares. The Preferred Shares shall be entitled to vote
only with respect to proposals that would decrease the dividend or liquidation
preference of the Preferred Shares, in which case each Preferred Share shall
have one vote, with a majority of the Preferred Shares required to approve such
a proposal. The Company shall have the right to redeem the Preferred Shares at
any time in the Company's sole discretion at the accreted value of the
Preferred Shares payable in cash or debentures of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 145 of the DGCL permits a corporation to indemnify any
of its directors or officers who was or is a party, or is threatened to be
made a party to any third party proceeding by reason of the fact that such
person is or was a director or officer of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reason to believe that such person's conduct was unlawful.  In a
derivative action, i.e., one by or in the right of the corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted
in good faith and in a manner that no indemnification shall be made if such
person shall have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

               The Company provides indemnification to its officers and
directors to the extent authorized by Delaware law and maintains officer's and
director's liability in respect of such officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8. EXHIBITS

               The following is a complete list of exhibits filed as part of
this Registration Statement:

Exhibit
  No.
-------
 4(a)     Certificate of Incorporation of the Company (incorporated by
          reference to Exhibit 3.1 to the Company's Report on Form 8-K
          (Exchange Act File No. 000-24813)filed with the Securities and
          Exchange Commission on August 18, 1998 (the "Form 8-K"))

 4(b)     By-Laws of the Company (incorporated by reference to Exhibit 3.2
          to the Form 8-K)

 4(c)     Form of Insilco Holding Co. and Insilco Corporation Equity Unit Plan

 5        Opinion of counsel(1)

 15       Letter re Unaudited Interim Financial Information

 23(a)    Consent of KPMG Peat Marwick LLP

 23(b)    Consent of counsel(1)

 24       Power of Attorney (set forth on the signature pages hereof)
 ---------------
 (1)  To be filed by amendment.

ITEM 9. UNDERTAKINGS

               (a) The undersigned registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                     (i) To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933 (the "Securities
               Act");

                     (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration
               statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               registration statement; and

                     (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement; and

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

               (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

               (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (b) The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the Securities Act, each
       filing of the registrant's Annual Report pursuant to Section 13(a) or
       Section 15(d) of the Exchange Act (and, where applicable, each filing
       of an employee benefit plan's Annual Report pursuant to Section 15(d)
       of the Exchange Act) that is incorporated by reference in the
       registration statement shall be deemed to be a new registration
       statement relating to the securities offered therein, and the offering
       of such securities at that time shall be deemed to be the initial bona
       fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under
       the Securities Act may be permitted to directors, officers and
       controlling persons of the registrant pursuant to the foregoing
       provisions, or otherwise, the registrant has been advised that in the
       opinion of the Securities and Exchange Commission such indemnification
       is against public policy as expressed in the Act and is, therefore,
       unenforceable.  In the event that a claim for indemnification against
       such liabilities (other than the payment by the registrant of expenses
       incurred or paid by a director, officer or controlling person of the
       registrant in the successful defense of any action, suit or proceeding)
       is asserted by such director, officer or controlling person in
       connection with the securities being registered, the registrant will,
       unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against public policy as
       expressed in the Act and will be governed by the final adjudication of
       such issue.

                                SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dublin, Ohio, on the 17th day of August, 1998.

                                   INSILCO HOLDING CO.

                                   By /s/ ROBERT L. SMIALEK
                                      ________________________________________
                                          Robert L. Smialek
                                          Chairman and Chief Executive Officer

                             POWER OF ATTORNEY

               Know all men by these presents, that each person whose signature
appears below, constitutes and appoints Robert L. Smialek, David A. Kauer, and
Leslie G. Jacobs, and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable Insilco Holding Co. to comply with the Securities
Act of 1933 and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing with the Securities and Exchange
Commission of the Registration Statement on Form S-8 under the Securities Act
of 1933, including specifically but without limitation, power and authority to
sign the name of the undersigned to such Registration Statement, and any
amendments to such Registration Statement (including post-effective
amendments), and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, to sign
any and all applications, Registration Statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to
file the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                          Title                      Date
      ---------                          -----                      ----

/s/ ROBERT L. SMIALEK         Chairman and Chief Executive     August 17, 1998
-------------------------     Officer and Director
    Robert L. Smialek
                              Vice President and Chief         August 17, 1998
 /s/ DAVID A. KAUER           Financial Officer (Principal
-----------------------       Financial and Accounting
     David A. Kauer           Officer)

/s/ WILLIAM F. DAWSON         Director                         August 17, 1998
-----------------------
    William F. Dawson

  /s/ THOMSON DEAN            Director                         August 17, 1998
-----------------------
      Thompson Dean

                               INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this Registration
Statement:

Exhibit                                                          Sequentially
Number                 Exhibit                                   Numbered Page
--------               -------                                   -------------

 4(a)    Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3.1 to the
         Company's Report on Form 8-K (Exchange Act File No.
         000-24813) filed with the Securities and Exchange
         Commission on August 18, 1998 (the "Form 8-K"))........      (1)

 4(b)    By-Laws of the Company (incorporated by reference
         to Exhibit 3.2 to the Form 8-K)........................      (1)

 4(c)    Form of Insilco Holding Co. Equity Unit Plan...........       8

 5       Opinion of counsel.....................................      (2)

 15      Letter re Unaudited Interim Financial Information......      31

 23(a)   Consent of KPMG Peat Marwick LLP.......................      32

 23(b)   Consent of counsel.....................................      (2)

 24      Power of Attorney (set forth on the signature pages
         hereof)................................................       6
---------------
(1)  Incorporated by reference.

(2)  To be filed by amendment.