UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: September 30, 2004
Check here if Amendment [ X ]; Amendment Number: 2
----
This Amendment (Check only one.): [ ] is a restatement.
[X] adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: International Specialty Products Inc.
Address: 300 Delaware Avenue, Suite 303
Wilmington, Delaware 19801
Form 13F File Number: 028-05874
The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: Richard A. Weinberg
Title: Executive Vice President and General Counsel
Phone: 973-628-3520
Signature, Place, and Date of Signing:
/s/ Richard A. Weinberg Wayne, New Jersey February 22, 2005
------------------------- ------------------- --------------------
[Signature] [City, State] [Date]
Report Type (Check only one.):
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and
all holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager are reported in this report and a portion are reported by
other reporting manager(s).)
FORM 13F SUMMARY PAGE
REPORT SUMMARY:
Number of Other Included Managers: 2
Form 13F Information Table Entry Total: 2
Form 13F Information Table Value Total: $11,695
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
No. Form 13F File Number Name
--- -------------------- ----
2 028-06621 ISP Investco LLC
3 028-06623 International Specialty Holdings Inc.
NAME OF REPORTING PERSON: INTERNATIONAL SPECIALTY PRODUCTS INC.
Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
Title Shares
Of Value or Investment Other Voting Authority
Name of Issuer Class CUSIP (x $1,000) Prin Amt Discretion Managers Sole Shared None
-------------- ----- ----- --------- -------- ---------- -------- ---- ------ ----
Hollywood Entmt Corp COM 436141105 2,556 258,950SH DEFINED 2,3 258,950
Neighborcare Inc COM 64015Y104 9,139 360,506SH DEFINED 2,3 360,506
Column Total 11,695
Pursuant to the Instructions to Form 13F, holdings of fewer than 10,000 shares
and less than $200,000 aggregate fair market value have not been reported.
As of 9/30/04