As filed with the Securities and Exchange Commission on January 28, 2002
                                                       Registration No. 333_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                      INTERNATIONAL SPECIALTY PRODUCTS INC.
             (Exact Name of Registrant as Specified in its Charter)

             DELAWARE                                   51-0376469
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                         300 DELAWARE AVENUE - SUITE 303
                           WILMINGTON, DELAWARE 19801
                                 (302) 427-5715
               (Address, Including Zip Code, and Telephone Number,
                      including Area Code, of Registrant's
                          Principal Executive Offices)

                      INTERNATIONAL SPECIALTY PRODUCTS INC.
                         OLSEN RESTRICTED SHARE PLAN II
                              (Full Title of Plan)

                            RICHARD A. WEINBERG, ESQ.
                        C/O ISP MANAGEMENT COMPANY, INC.
                     1361 ALPS ROAD, WAYNE, NEW JERSEY 07470
                                 (973) 628-3520
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                            MICHAEL E. LUBOWITZ, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Each Class of           Amount to be          Proposed Maximum Offering    Proposed Maximum Aggregate       Amount of
Securities to be Registered      Registered(1)             Price Per Share(2)            Offering Price(2)        Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                         <C>                          <C>                      <C>
Common Stock,
par value $.01 per share           20,000                      $8.61                        $172,200                 $15.82
===================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c), under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on January 23, 2002.
===================================================================================================================================
</TABLE>

NY2:\1115465\04\NWP504!.DOC\54104.0001
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The following reoffer prospectus filed as part of the registration
statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of ISP common stock by the selling stockholder or by the
selling stockholder's donees, pledgees, transferees or other successors in
interest, that were originally issued under the International Specialty Products
Inc. Olsen Restricted Share Plan II.

















                                       2
<PAGE>

                               REOFFER PROSPECTUS
                               ------------------

                      INTERNATIONAL SPECIALTY PRODUCTS INC.

                     COMMON STOCK (PAR VALUE $.01 PER SHARE)

    20,000 SHARES OF INTERNATIONAL SPECIALTY PRODUCTS COMMON STOCK UNDER THE
      INTERNATIONAL SPECIALTY PRODUCTS INC. OLSEN RESTRICTED SHARE PLAN II

                  This prospectus is being used in connection with the offering
from time to time by Stephen R. Olsen, who may be considered our "affiliate",or
by his donees, pledgees, transferees or other successors in interest, with
respect to shares of ISP common stock that have been originally acquired by Mr.
Olsen pursuant to the International Specialty Products Inc. Olsen Restricted
Share Plan II. We will not receive any of the proceeds from those sales.

                  The shares of ISP common stock may be sold from time to time
to purchasers directly by Mr. Olsen or by Mr. Olsen's donees, pledgees,
transferees or other successors in interest, in each case in such holder's
capacity as selling stockholder. Alternatively, any such selling stockholder may
sell shares of ISP common stock in one or more transactions (which may involve
one or more block transactions) on the New York Stock Exchange, in sales
occurring in the public market off the NYSE, in separately negotiated
transactions, or in a combination of those transactions. Each sale may be made
either at market prices prevailing at the time of that sale or at negotiated
prices. Some or all of these shares may be sold through brokers acting on behalf
of any selling stockholder contemplated above or to dealers for resale by those
dealers. In connection with those sales, those brokers or dealers may receive
compensation in the form of discounts or commissions from a selling stockholder
and/or the purchasers of those shares for whom they may act as broker or agent
(which discounts or commissions are not anticipated to exceed those customary in
the types of transactions involved). However, any securities covered by this
prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this prospectus. We will pay
all expenses of registration incurred in connection with this offering, but the
applicable selling stockholder will pay all brokerage commissions and other
expenses.

                  The applicable selling stockholder and any dealer
participating in the distribution of any shares of ISP common stock or any
broker executing selling orders on behalf of the selling stockholder may be
deemed to be "underwriters" within the meaning of the Securities Act. In that
event, any profit on the sale of any or all of the shares of ISP common stock
sold by them and any discounts or commissions received by any of those brokers
or dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

                  Our common stock is traded on the New York Stock Exchange
under the symbol "ISP". On January 25, 2002, the closing price of a share of our
common stock as reported by the NYSE was $8.70.



                                       3
<PAGE>

                 NEITHER THE SECURITIES AND EXCHANGE COMMISSION
               NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
               DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is January 28, 2002.
















                                       4
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

WHERE YOU CAN FIND MORE INFORMATION..........................................5
INTERNATIONAL SPECIALTY PRODUCTS INC.........................................7
USE OF PROCEEDS..............................................................7
SELLING STOCKHOLDER..........................................................7
PLAN OF DISTRIBUTION.........................................................7
EXPERTS......................................................................9

                       WHERE YOU CAN FIND MORE INFORMATION

                  Federal securities law requires us to file information with
the Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can also do so at the following regional office of the SEC:

                  o        Northwest Atrium Center, 5000 West Madison Street,
                           Suite 1400, Chicago, Illinois 60661-2511.

                  Our SEC filings are also available to the public from the
SEC's web site at: http://www.sec.gov. Copies of these reports, proxy statements
and other information also can be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, NY 10005.

                  We have filed with the SEC a registration statement on Form
S-8 under the Securities Act. This prospectus, which is a part of the
registration statement, does not include all the information contained in the
registration statement and its exhibits. For further information with respect to
ISP and its common stock, you should consult the registration statement and its
exhibits. Statements contained in this prospectus concerning the provisions of
any documents are summaries of those documents, and we refer you to the document
filed with the SEC for more information. The registration statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement, are available for inspection and
copying as described above.

                  The SEC allows us to "incorporate by reference" the
information we file with them. This means that we can disclose important
information to you by referring you to the other information we have filed with
the SEC. The information that we incorporate by reference is considered to be
part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information.

                  The following documents filed by ISP, including its
predecessors, with the SEC pursuant to the Securities Act, and the Securities
Exchange Act and any future filings under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act made prior to the termination of the offering are incorporated
by reference:



                                       5
<PAGE>

                  (a)      ISP's Annual Report on Form 10-K for the fiscal year
                           ended December 31, 2000.

                  (b)      ISP's Quarterly Reports on Form 10-Q for the
                           quarterly periods ended September 30, 2001, July 1,
                           2001 and April 1, 2001 and ISP's current report on
                           Form 8-K filed on June 28, 2001.

                  (c)      The description of ISP's common stock, par value $.01
                           per share, contained in ISP's registration statement
                           on Form 8-A filed with the SEC on June 21, 1991.

                  You can request a free copy of the above filings or any
filings subsequently incorporated by reference into this prospectus by writing
or calling us at:

                      International Specialty Products Inc.
                        c/o ISP Management Company, Inc.
                                 1361 Alps Road
                             Wayne, New Jersey 07470
                                 (973) 628-4000
                         Attention: Corporate Secretary











                                       6
<PAGE>

                      INTERNATIONAL SPECIALTY PRODUCTS INC.

                  International Specialty Products Inc. is a leading
multinational manufacturer of specialty chemicals and mineral products. ISP
operates its business exclusively through direct and indirect subsidiaries,
including International Specialty Holdings Inc., ISP Chemicals Inc., ISP
Technologies Inc. and ISP Investco LLC.

                  ISP is a Delaware corporation incorporated in 1996 under the
name ISP Holdings Inc. The principal executive offices of ISP are located at 300
Delaware Avenue, Suite 303, Wilmington, Delaware 19801, and the telephone number
is (302) 427-5715.

                                 USE OF PROCEEDS

                  ISP will not receive any proceeds from any sales by any
selling stockholder of shares of the common stock covered by this prospectus.

                               SELLING STOCKHOLDER

                  This prospectus relates to shares of ISP common stock that
have been originally acquired by Mr. Olsen pursuant to the International
Specialty Products Inc. Olsen Restricted Share Plan II. This prospectus may also
be used by Mr. Olsen's donees, pledgees, transferees or other successors in
interest. The following table sets forth the name and relationship to ISP of Mr.
Olsen and the number of shares of common stock that Mr. Olsen has currently
acquired pursuant to the Plan. Mr. Olsen is not currently entitled to any other
shares of common stock under the Plan.

                                                                  Number of
                             Relationship                      Shares Acquired
Name of Executive               to ISP                         Under the Plan
- -----------------               ------                         --------------

Stephen R. Olsen         Senior Vice President,                      20,000
                         Corporate Development
                         and Strategy

                  As of December 31, 2001, there were 64,694,517 shares of ISP's
common stock issued and outstanding.


                              PLAN OF DISTRIBUTION

                  We have been advised that the selling stockholder, and/or his
donees, pledgees, transferees or other successors in interest, may effect sales
of the shares of ISP common stock directly, or indirectly by or through
underwriters, agents or broker-dealers, and that the shares of ISP common stock
may be sold by one or a combination of several of the following methods:

                  1.       ordinary brokerage transactions;



                                       7
<PAGE>

                  2.       an underwritten public offering in which one or more
                           underwriters participate;

                  3.       purchases by a broker-dealer as principal and resale
                           by that broker-dealer for its own account;

                  4.       in "block" sale transactions; and

                  5.       in privately negotiated transactions.

                  The shares of ISP common stock will be sold at prices and on
terms then prevailing in the market, at prices related to the then-current
market price of the shares of ISP common stock, or at negotiated prices. At the
time that a particular offer is made, a prospectus Supplement, if required, will
be distributed that describes the name or names of underwriters, agents or
broker-dealers, any discounts, commissions and other terms constituting selling
compensation and any other required information. Moreover, in effecting sales,
broker-dealers engaged by any selling stockholder and/or the purchasers of the
shares of ISP common stock may arrange for other broker-dealers to participate
in the sale process. Broker-dealers will receive discounts or commissions from
the applicable selling stockholder and/or the purchasers of the shares of ISP
common stock in amounts that be negotiated prior to the time of sale. Sales will
be made only through broker-dealers properly registered in a subject
jurisdiction or in transactions exempt from registration. Any of these
underwriters, broker-dealers or agents may perform services for us or our
affiliates in the ordinary course of business. We have not been advised of any
definitive selling arrangement at the date of this prospectus between any
selling stockholder and any underwriter, broker-dealer or agent.

                  The applicable selling stockholder also may resell all or a
portion of the shares of ISP common stock in open market transactions in
reliance upon Rule 144 of the Securities Act rather than pursuant to this
prospectus, provided that they meet the criteria and conform to the requirements
of such rule.

                  When shares of ISP common stock are to be sold to
underwriters, unless otherwise described in the applicable prospectus
supplement, the obligations of the underwriters to purchase the shares of ISP
common stock will be subject to conditions precedent but the underwriters will
be obligated to purchase all of the shares of ISP common stock if any are
purchased. The shares of ISP common stock will be acquired by the underwriters
for their own account and may be resold by the underwriters, either directly to
the public or to securities dealers, from time to time in one or more
transactions, including negotiated transactions. These sales can occur either at
fixed public offering prices or at varying prices determined at the time of
sale. The initial public offering price, if any, and any concessions allowed or
reallowed to dealers, may be changed from time to time. Those underwriters may
be entitled, under agreements with us, to indemnification from us against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution by us to payments that they may be required to make in respect of
those civil liabilities.



                                       8
<PAGE>

                  Any broker or dealer participating in any distribution of
shares of ISP common stock in connection with the offering made by this
prospectus may be deemed to be an "underwriter" within the meaning of the
Securities Act and may be required to deliver a copy of this prospectus,
including a prospectus supplement, if required, to any person who purchases any
of the shares of ISP common stock from or through that broker or dealer.

                  We will not receive any of the proceeds from the sales of the
shares of ISP common stock by the applicable selling stockholder. We have agreed
to pay for the costs of registering the shares of ISP common stock under the
Securities Act, including the registration fee under the Securities Act,
reasonable fees and disbursements of our counsel, accounting fees and printing
fees. The applicable selling stockholder will bear all other expenses in
connection with this offering, including brokerage commissions.

                                     EXPERTS

                  The consolidated financial statements and schedule of ISP
included in ISP's Annual Report on Form 10-K for the year ended December 31,
2000 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are incorporated herein
by reference in reliance upon the authority of said firm as experts in giving
said reports.














                                       9
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the SEC by ISP (including
its predecessors) are incorporated herein by reference:

                  (a)      ISP's Annual Report on Form 10-K for the fiscal year
                           ended December 31, 2000.

                  (b)      ISP's Quarterly Reports on Form 10-Q for the
                           quarterly periods ended September 30, 2001, July 1,
                           2001 and April 1, 2001 and ISP's current report on
                           Form 8-K filed on June 28, 2001.

                  (c)      The description of ISP's common stock, par value $.01
                           per share, contained in ISP's registration statement
                           on Form 8-A filed with the SEC on June 21, 1991.

                  All documents subsequently filed by ISP with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         ISP is a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL") enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. Article SEVENTH of ISP's Amended and Restated Certificate of
Incorporation provides that directors and officers shall not be personally
liable to the corporation or its stockholders for monetary damages if a director
or officer acts in good faith and in a manner he reasonably believes to be in or
not opposed to the best interests of ISP and provides for indemnification of the
officers and directors of ISP to the full extent permitted by applicable law.



                                      II-10
<PAGE>

         Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer has no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 145 further provides that (i) to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person, in connection therewith; and (ii) indemnification and advancement
of expenses provided for, by, or granted pursuant to, Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled. In addition, Section 145 empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of ISP
pursuant to the foregoing provisions, or otherwise, ISP has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by ISP of expenses incurred or paid by a director, officer or



                                       11
<PAGE>

controlling person of ISP 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, ISP 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 Securities Act and will be
governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Effective December 31, 2001, ISP granted, subject to certain vesting
provisions, 20,000 shares of its common stock under the Olsen Restricted Share
Plan II to Stephen R. Olsen, ISP's Senior Vice President, Corporate Development
and Strategy, pursuant to an exemption from registration provided by Section
4(2) of the Securities Act. Such shares were issued to such officer in
connection with such officer's employment with ISP.
















                                       12
<PAGE>

ITEM 8. EXHIBITS.

         Exhibit
         Number            Description
         ------            -----------

         4.1               Amended and Restated Certificate of Incorporation of
                           ISP (incorporated by reference to Exhibit 4.1 to the
                           Post Effective Amendment No. 1 on Form S-8 to Form
                           S-4 of ISP (Registration No. 333-53709)).

         4.2               By-Laws of ISP, as amended (incorporated by reference
                           to Exhibit 99.2 to the registration statement on Form
                           S-4 of ISP (Registration No. 333-53709)).

         *4.3              International Specialty Products Inc. Olsen
                           Restricted Share Plan II

         *23               Consent of Arthur Andersen LLP

         *24               Power of Attorney (included on signature page)

- ------------------
*Filed herewith

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;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this 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 this registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the SEC
                                    pursuant to Rule 424(b) if, in the
                                    aggregate, the changes in volume and price
                                    represent no more than a 20 percent change
                                    in the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement; and



                                       13
<PAGE>

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

                           (iv)     provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-3, Form
                                    S-8 or Form F-3, and the information
                                    required to be included in a post effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed with or furnished
                                    to the SEC by the registrant pursuant to
                                    Section 13 or 15(d) of the Exchange Act that
                                    are incorporated by reference in this
                                    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.

                  (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 that is
                  incorporated by reference in this 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 SEC such indemnification is
                  against public policy as expressed in the Securities 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
                  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 Securities Act and will be governed by the final
                  adjudication of such issue.



                                       14
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, ISP 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 the Township of
Wayne, State of New Jersey, on January 24, 2002.

                             INTERNATIONAL SPECIALTY PRODUCTS INC.



                             By:     /s/ Susan B. Yoss
                                  ---------------------------------------
                                  Name:  Susan B. Yoss
                                  Title: Executive Vice President-Finance
                                         and Treasurer

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose name appears below hereby constitutes Susan
B. Yoss such person's true and lawful attorney, with full power of substitution
to sign for such person and in such person's name and capacity indicated below,
any and all amendments to this registration statement, and to file the same with
the Securities and Exchange Commission, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
<TABLE>
Signature                           Title                              Date
<S>                                 <C>                                <C>
/s/ Samuel J. Heyman                Chairman and Director              January 24, 2002
- ---------------------------
Samuel J. Heyman

/s/ Sunil Kumar                     President, Chief Executive         January 24, 2002
- ---------------------------         Officer and Director
Sunil Kumar                         (Principal Executive Officer)

/s/ Susan B. Yoss                   Executive Vice President-Finance   January 24, 2002
- ---------------------------         and Treasurer
Susan B. Yoss                       (Principal Financial Officer)

/s/ Jon W. Rushatz                  Vice President-Finance             January 24, 2002
- ---------------------------         (Principal Accounting Officer)
Jon W. Rushatz

/s/ Robert Englander                Director                           January 24, 2002
- ---------------------------
Robert Englander


                                       15
<PAGE>

/s/ Charles M. Diker                Director                           January 24, 2002
- ---------------------------
Charles M. Diker

/s/ Alan Meckler                    Director                           January 24, 2002
- ---------------------------
Alan Meckler

/s/ Sanford Kaplan                  Director                           January 24, 2002
- ---------------------------
Sanford Kaplan

/s/ Burt Manning                    Director                           January 24, 2002
- ---------------------------
Burt Manning
</TABLE>

















                                       16
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number            Description
- ------            -----------

4.1               Amended and Restated Certificate of Incorporation of ISP
                  (incorporated by reference to Exhibit 4.1 to the Post
                  Effective Amendment No. 1 on Form S-8 to Form S-4 of ISP
                  (Registration No. 333-53709)).

4.2               By-Laws of ISP, as amended (incorporated by reference to
                  Exhibit 99.2 to the registration statement on Form S-4 of ISP
                  (Registration No. 333-53709)).

*4.3              International Specialty Products Inc. Olsen Restricted Share
                  Plan II.

*23               Consent of Arthur Andersen LLP

*24               Power of Attorney (included on signature page)

- -----------------
*Filed herewith












                                       17
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{"company-data": {"conformed-name": "INTERNATIONAL SPECIALTY PRODUCTS INC /NEW/", "cik": "0001026738", "assigned-sic": "2860", "irs-number": "510376469", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81486", "film-number": "02519259"}, "business-address": {"street1": "300 DELAWARE AVENUE", "street2": "SUITE 303", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024275715"}, "former-company": {"former-conformed-name": "ISP HOLDINGS INC", "date-changed": "19961126"}}
As filed with the Securities and Exchange Commission on January 28, 2002
                                                       Registration No. 333_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      INTERNATIONAL SPECIALTY PRODUCTS INC.
             (Exact Name of Registrant as Specified in its Charter)

             DELAWARE                                   51-0376469
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                         300 DELAWARE AVENUE - SUITE 303
                           WILMINGTON, DELAWARE 19801
                                 (302) 427-5715
               (Address, Including Zip Code, and Telephone Number,
                      including Area Code, of Registrant's
                          Principal Executive Offices)

                      INTERNATIONAL SPECIALTY PRODUCTS INC.
                         OLSEN RESTRICTED SHARE PLAN II
                              (Full Title of Plan)

                            RICHARD A. WEINBERG, ESQ.
                        C/O ISP MANAGEMENT COMPANY, INC.
                     1361 ALPS ROAD, WAYNE, NEW JERSEY 07470
                                 (973) 628-3520
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                            MICHAEL E. LUBOWITZ, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of           Amount to be          Proposed Maximum Offering    Proposed Maximum Aggregate       Amount of
Securities to be Registered      Registered(1)             Price Per Share(2)            Offering Price(2)        Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share           20,000                      $8.61                        $172,200                 $15.82
===================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c), under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on January 23, 2002.
===================================================================================================================================
NY2:\1115465\04\NWP504!.DOC\54104.0001
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The following reoffer prospectus filed as part of the registration
statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of ISP common stock by the selling stockholder or by the
selling stockholder's donees, pledgees, transferees or other successors in
interest, that were originally issued under the International Specialty Products
Inc. Olsen Restricted Share Plan II.

                                       2
REOFFER PROSPECTUS
                               ------------------

                      INTERNATIONAL SPECIALTY PRODUCTS INC.

                     COMMON STOCK (PAR VALUE $.01 PER SHARE)

    20,000 SHARES OF INTERNATIONAL SPECIALTY PRODUCTS COMMON STOCK UNDER THE
      INTERNATIONAL SPECIALTY PRODUCTS INC. OLSEN RESTRICTED SHARE PLAN II

                  This prospectus is being used in connection with the offering
from time to time by Stephen R. Olsen, who may be considered our "affiliate",or
by his donees, pledgees, transferees or other successors in interest, with
respect to shares of ISP common stock that have been originally acquired by Mr.
Olsen pursuant to the International Specialty Products Inc. Olsen Restricted
Share Plan II. We will not receive any of the proceeds from those sales.

                  The shares of ISP common stock may be sold from time to time
to purchasers directly by Mr. Olsen or by Mr. Olsen's donees, pledgees,
transferees or other successors in interest, in each case in such holder's
capacity as selling stockholder. Alternatively, any such selling stockholder may
sell shares of ISP common stock in one or more transactions (which may involve
one or more block transactions) on the New York Stock Exchange, in sales
occurring in the public market off the NYSE, in separately negotiated
transactions, or in a combination of those transactions. Each sale may be made
either at market prices prevailing at the time of that sale or at negotiated
prices. Some or all of these shares may be sold through brokers acting on behalf
of any selling stockholder contemplated above or to dealers for resale by those
dealers. In connection with those sales, those brokers or dealers may receive
compensation in the form of discounts or commissions from a selling stockholder
and/or the purchasers of those shares for whom they may act as broker or agent
(which discounts or commissions are not anticipated to exceed those customary in
the types of transactions involved). However, any securities covered by this
prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this prospectus. We will pay
all expenses of registration incurred in connection with this offering, but the
applicable selling stockholder will pay all brokerage commissions and other
expenses.

                  The applicable selling stockholder and any dealer
participating in the distribution of any shares of ISP common stock or any
broker executing selling orders on behalf of the selling stockholder may be
deemed to be "underwriters" within the meaning of the Securities Act. In that
event, any profit on the sale of any or all of the shares of ISP common stock
sold by them and any discounts or commissions received by any of those brokers
or dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

                  Our common stock is traded on the New York Stock Exchange
under the symbol "ISP". On January 25, 2002, the closing price of a share of our
common stock as reported by the NYSE was $8.70.

                                       3
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
               NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
               DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is January 28, 2002.

                                       4
TABLE OF CONTENTS

                                                                            Page
                                                                            ----

WHERE YOU CAN FIND MORE INFORMATION..........................................5
INTERNATIONAL SPECIALTY PRODUCTS INC.........................................7
USE OF PROCEEDS..............................................................7
SELLING STOCKHOLDER..........................................................7
PLAN OF DISTRIBUTION.........................................................7
EXPERTS......................................................................9

                       WHERE YOU CAN FIND MORE INFORMATION

                  Federal securities law requires us to file information with
the Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can also do so at the following regional office of the SEC:

                  o        Northwest Atrium Center, 5000 West Madison Street,
                           Suite 1400, Chicago, Illinois 60661-2511.

                  Our SEC filings are also available to the public from the
SEC's web site at: http://www.sec.gov. Copies of these reports, proxy statements
and other information also can be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, NY 10005.

                  We have filed with the SEC a registration statement on Form
S-8 under the Securities Act. This prospectus, which is a part of the
registration statement, does not include all the information contained in the
registration statement and its exhibits. For further information with respect to
ISP and its common stock, you should consult the registration statement and its
exhibits. Statements contained in this prospectus concerning the provisions of
any documents are summaries of those documents, and we refer you to the document
filed with the SEC for more information. The registration statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement, are available for inspection and
copying as described above.

                  The SEC allows us to "incorporate by reference" the
information we file with them. This means that we can disclose important
information to you by referring you to the other information we have filed with
the SEC. The information that we incorporate by reference is considered to be
part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information.

                  The following documents filed by ISP, including its
predecessors, with the SEC pursuant to the Securities Act, and the Securities
Exchange Act and any future filings under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act made prior to the termination of the offering are incorporated
by reference:

                                       5
(a)      ISP's Annual Report on Form 10-K for the fiscal year
                           ended December 31, 2000.

                  (b)      ISP's Quarterly Reports on Form 10-Q for the
                           quarterly periods ended September 30, 2001, July 1,
                           2001 and April 1, 2001 and ISP's current report on
                           Form 8-K filed on June 28, 2001.

                  (c)      The description of ISP's common stock, par value $.01
                           per share, contained in ISP's registration statement
                           on Form 8-A filed with the SEC on June 21, 1991.

                  You can request a free copy of the above filings or any
filings subsequently incorporated by reference into this prospectus by writing
or calling us at:

                      International Specialty Products Inc.
                        c/o ISP Management Company, Inc.
                                 1361 Alps Road
                             Wayne, New Jersey 07470
                                 (973) 628-4000
                         Attention: Corporate Secretary

                                       6
INTERNATIONAL SPECIALTY PRODUCTS INC.

                  International Specialty Products Inc. is a leading
multinational manufacturer of specialty chemicals and mineral products. ISP
operates its business exclusively through direct and indirect subsidiaries,
including International Specialty Holdings Inc., ISP Chemicals Inc., ISP
Technologies Inc. and ISP Investco LLC.

                  ISP is a Delaware corporation incorporated in 1996 under the
name ISP Holdings Inc. The principal executive offices of ISP are located at 300
Delaware Avenue, Suite 303, Wilmington, Delaware 19801, and the telephone number
is (302) 427-5715.

                                 USE OF PROCEEDS

                  ISP will not receive any proceeds from any sales by any
selling stockholder of shares of the common stock covered by this prospectus.

                               SELLING STOCKHOLDER

                  This prospectus relates to shares of ISP common stock that
have been originally acquired by Mr. Olsen pursuant to the International
Specialty Products Inc. Olsen Restricted Share Plan II. This prospectus may also
be used by Mr. Olsen's donees, pledgees, transferees or other successors in
interest. The following table sets forth the name and relationship to ISP of Mr.
Olsen and the number of shares of common stock that Mr. Olsen has currently
acquired pursuant to the Plan. Mr. Olsen is not currently entitled to any other
shares of common stock under the Plan.

                                                                  Number of
                             Relationship                      Shares Acquired
Name of Executive               to ISP                         Under the Plan
- -----------------               ------                         --------------

Stephen R. Olsen         Senior Vice President,                      20,000
                         Corporate Development
                         and Strategy

                  As of December 31, 2001, there were 64,694,517 shares of ISP's
common stock issued and outstanding.

                              PLAN OF DISTRIBUTION

                  We have been advised that the selling stockholder, and/or his
donees, pledgees, transferees or other successors in interest, may effect sales
of the shares of ISP common stock directly, or indirectly by or through
underwriters, agents or broker-dealers, and that the shares of ISP common stock
may be sold by one or a combination of several of the following methods:

                  1.       ordinary brokerage transactions;

                                       7
2.       an underwritten public offering in which one or more
                           underwriters participate;

                  3.       purchases by a broker-dealer as principal and resale
                           by that broker-dealer for its own account;

                  4.       in "block" sale transactions; and

                  5.       in privately negotiated transactions.

                  The shares of ISP common stock will be sold at prices and on
terms then prevailing in the market, at prices related to the then-current
market price of the shares of ISP common stock, or at negotiated prices. At the
time that a particular offer is made, a prospectus Supplement, if required, will
be distributed that describes the name or names of underwriters, agents or
broker-dealers, any discounts, commissions and other terms constituting selling
compensation and any other required information. Moreover, in effecting sales,
broker-dealers engaged by any selling stockholder and/or the purchasers of the
shares of ISP common stock may arrange for other broker-dealers to participate
in the sale process. Broker-dealers will receive discounts or commissions from
the applicable selling stockholder and/or the purchasers of the shares of ISP
common stock in amounts that be negotiated prior to the time of sale. Sales will
be made only through broker-dealers properly registered in a subject
jurisdiction or in transactions exempt from registration. Any of these
underwriters, broker-dealers or agents may perform services for us or our
affiliates in the ordinary course of business. We have not been advised of any
definitive selling arrangement at the date of this prospectus between any
selling stockholder and any underwriter, broker-dealer or agent.

                  The applicable selling stockholder also may resell all or a
portion of the shares of ISP common stock in open market transactions in
reliance upon Rule 144 of the Securities Act rather than pursuant to this
prospectus, provided that they meet the criteria and conform to the requirements
of such rule.

                  When shares of ISP common stock are to be sold to
underwriters, unless otherwise described in the applicable prospectus
supplement, the obligations of the underwriters to purchase the shares of ISP
common stock will be subject to conditions precedent but the underwriters will
be obligated to purchase all of the shares of ISP common stock if any are
purchased. The shares of ISP common stock will be acquired by the underwriters
for their own account and may be resold by the underwriters, either directly to
the public or to securities dealers, from time to time in one or more
transactions, including negotiated transactions. These sales can occur either at
fixed public offering prices or at varying prices determined at the time of
sale. The initial public offering price, if any, and any concessions allowed or
reallowed to dealers, may be changed from time to time. Those underwriters may
be entitled, under agreements with us, to indemnification from us against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution by us to payments that they may be required to make in respect of
those civil liabilities.

                                       8
Any broker or dealer participating in any distribution of
shares of ISP common stock in connection with the offering made by this
prospectus may be deemed to be an "underwriter" within the meaning of the
Securities Act and may be required to deliver a copy of this prospectus,
including a prospectus supplement, if required, to any person who purchases any
of the shares of ISP common stock from or through that broker or dealer.

                  We will not receive any of the proceeds from the sales of the
shares of ISP common stock by the applicable selling stockholder. We have agreed
to pay for the costs of registering the shares of ISP common stock under the
Securities Act, including the registration fee under the Securities Act,
reasonable fees and disbursements of our counsel, accounting fees and printing
fees. The applicable selling stockholder will bear all other expenses in
connection with this offering, including brokerage commissions.

                                     EXPERTS

                  The consolidated financial statements and schedule of ISP
included in ISP's Annual Report on Form 10-K for the year ended December 31,
2000 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are incorporated herein
by reference in reliance upon the authority of said firm as experts in giving
said reports.

                                       9
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the SEC by ISP (including
its predecessors) are incorporated herein by reference:

                  (a)      ISP's Annual Report on Form 10-K for the fiscal year
                           ended December 31, 2000.

                  (b)      ISP's Quarterly Reports on Form 10-Q for the
                           quarterly periods ended September 30, 2001, July 1,
                           2001 and April 1, 2001 and ISP's current report on
                           Form 8-K filed on June 28, 2001.

                  (c)      The description of ISP's common stock, par value $.01
                           per share, contained in ISP's registration statement
                           on Form 8-A filed with the SEC on June 21, 1991.

                  All documents subsequently filed by ISP with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         ISP is a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL") enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. Article SEVENTH of ISP's Amended and Restated Certificate of
Incorporation provides that directors and officers shall not be personally
liable to the corporation or its stockholders for monetary damages if a director
or officer acts in good faith and in a manner he reasonably believes to be in or
not opposed to the best interests of ISP and provides for indemnification of the
officers and directors of ISP to the full extent permitted by applicable law.

                                      II-10
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer has no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 145 further provides that (i) to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person, in connection therewith; and (ii) indemnification and advancement
of expenses provided for, by, or granted pursuant to, Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled. In addition, Section 145 empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of ISP
pursuant to the foregoing provisions, or otherwise, ISP has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by ISP of expenses incurred or paid by a director, officer or

                                       11
controlling person of ISP 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, ISP 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 Securities Act and will be
governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Effective December 31, 2001, ISP granted, subject to certain vesting
provisions, 20,000 shares of its common stock under the Olsen Restricted Share
Plan II to Stephen R. Olsen, ISP's Senior Vice President, Corporate Development
and Strategy, pursuant to an exemption from registration provided by Section
4(2) of the Securities Act. Such shares were issued to such officer in
connection with such officer's employment with ISP.

                                       12
ITEM 8. EXHIBITS.

         Exhibit
         Number            Description
         ------            -----------

         4.1               Amended and Restated Certificate of Incorporation of
                           ISP (incorporated by reference to Exhibit 4.1 to the
                           Post Effective Amendment No. 1 on Form S-8 to Form
                           S-4 of ISP (Registration No. 333-53709)).

         4.2               By-Laws of ISP, as amended (incorporated by reference
                           to Exhibit 99.2 to the registration statement on Form
                           S-4 of ISP (Registration No. 333-53709)).

         *4.3              International Specialty Products Inc. Olsen
                           Restricted Share Plan II

         *23               Consent of Arthur Andersen LLP

         *24               Power of Attorney (included on signature page)

- ------------------
*Filed herewith

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;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this 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 this registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the SEC
                                    pursuant to Rule 424(b) if, in the
                                    aggregate, the changes in volume and price
                                    represent no more than a 20 percent change
                                    in the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement; and

                                       13
(iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this registration
                                    statement or any material change to such
                                    information in this registration statement;

                           (iv)     provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-3, Form
                                    S-8 or Form F-3, and the information
                                    required to be included in a post effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed with or furnished
                                    to the SEC by the registrant pursuant to
                                    Section 13 or 15(d) of the Exchange Act that
                                    are incorporated by reference in this
                                    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.

                  (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 that is
                  incorporated by reference in this 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 SEC such indemnification is
                  against public policy as expressed in the Securities 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
                  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 Securities Act and will be governed by the final
                  adjudication of such issue.

                                       14
SIGNATURES

         Pursuant to the requirements of the Securities Act, ISP 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 the Township of
Wayne, State of New Jersey, on January 24, 2002.

                             INTERNATIONAL SPECIALTY PRODUCTS INC.

                             By:     /s/ Susan B. Yoss
                                  ---------------------------------------
                                  Name:  Susan B. Yoss
                                  Title: Executive Vice President-Finance
                                         and Treasurer

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose name appears below hereby constitutes Susan
B. Yoss such person's true and lawful attorney, with full power of substitution
to sign for such person and in such person's name and capacity indicated below,
any and all amendments to this registration statement, and to file the same with
the Securities and Exchange Commission, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.

Signature                           Title                              Date
/s/ Samuel J. Heyman                Chairman and Director              January 24, 2002
- ---------------------------
Samuel J. Heyman

/s/ Sunil Kumar                     President, Chief Executive         January 24, 2002
- ---------------------------         Officer and Director
Sunil Kumar                         (Principal Executive Officer)

/s/ Susan B. Yoss                   Executive Vice President-Finance   January 24, 2002
- ---------------------------         and Treasurer
Susan B. Yoss                       (Principal Financial Officer)

/s/ Jon W. Rushatz                  Vice President-Finance             January 24, 2002
- ---------------------------         (Principal Accounting Officer)
Jon W. Rushatz

/s/ Robert Englander                Director                           January 24, 2002
- ---------------------------
Robert Englander

                                       15
/s/ Charles M. Diker                Director                           January 24, 2002
- ---------------------------
Charles M. Diker

/s/ Alan Meckler                    Director                           January 24, 2002
- ---------------------------
Alan Meckler

/s/ Sanford Kaplan                  Director                           January 24, 2002
- ---------------------------
Sanford Kaplan

/s/ Burt Manning                    Director                           January 24, 2002
- ---------------------------
Burt Manning
16
EXHIBIT INDEX

Exhibit
Number            Description
- ------            -----------

4.1               Amended and Restated Certificate of Incorporation of ISP
                  (incorporated by reference to Exhibit 4.1 to the Post
                  Effective Amendment No. 1 on Form S-8 to Form S-4 of ISP
                  (Registration No. 333-53709)).

4.2               By-Laws of ISP, as amended (incorporated by reference to
                  Exhibit 99.2 to the registration statement on Form S-4 of ISP
                  (Registration No. 333-53709)).

*4.3              International Specialty Products Inc. Olsen Restricted Share
                  Plan II.

*23               Consent of Arthur Andersen LLP

*24               Power of Attorney (included on signature page)

- -----------------
*Filed herewith

                                       17