UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               FORM 13F COVER PAGE

THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON
AUGUST 16, 2004 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH REQUEST
HAS EXPIRED AS OF FEBRUARY 14, 2005.

Report for the Calendar Year or Quarter Ended:  June 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 18, 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:         $11,181
                                              (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       234         17,550SH      DEFINED        2,3                 17,550
Neighborcare Inc            COM       64015Y104    10,947        349,406SH      DEFINED        2,3                349,406


                                  Column Total     11,181

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 6/30/04