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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               AMENDMENT NO. 5 TO
                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
           UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                      INTERNATIONAL SPECIALTY PRODUCTS INC.
                              (NAME OF THE ISSUER)
                      INTERNATIONAL SPECIALTY PRODUCTS INC.
                                SAMUEL J. HEYMAN
                 INTERNATIONAL SPECIALTY PRODUCTS HOLDINGS INC.
                       (NAME OF PERSONS FILING STATEMENT)
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)
                                    460337108

                      (CUSIP Number of Class of Securities)

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

                            RICHARD A. WEINBERG, ESQ.
                        C/O ISP MANAGEMENT COMPANY, INC.
                                 1361 ALPS ROAD
                             WAYNE, NEW JERSEY 07470
                            TELEPHONE (973) 628-4000

      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
        NOTICE AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)

         This statement is filed in connection with (check the appropriate box):

         a. [X] The filing of solicitation materials or an information
                statement subject to Regulation 14A, Regulation 14C or Rule
                13e-3(c) under the Securities Exchange Act of 1934.
         b. [ ] The filing of a registration statement under the Securities Act
                of 1933.
         c. [ ] A tender offer.
         d. [ ] None of the above.

         Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]

         Check the following box if the filing is a final amendment reporting
the results of the transaction: [X]

                            CALCULATION OF FILING FEE

               ----------------------              ----------------------
               Transaction Valuation*              Amount of Filing Fee**
               ----------------------              ----------------------
                    $134,360,564                           $26,873
               ----------------------              ----------------------

 *   The transaction valuation was based upon the sum of (i) the product of
     12,810,336 shares of Common Stock, par value $0.01 per share, of
     International Specialty Products Inc., a Delaware corporation, at a price
     of $10.30 per share in cash and (ii) a cash-out of 1,700,156 shares of
     Common Stock covered by outstanding options at a cost of $2,414,103.

**   The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
     the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction
     valuation.

[X]  Check the box if any part of the fee is offset as provided by Rule 0-11(a)
     (2) of the Securities Exchange Act of 1934 and identify the filing with
     which the offsetting fee was previously paid. Identify the previous filing
     by registration statement number, or the Form or Schedule and the date of
     its filing.

                                                        
Amount Previously Paid:                $26,873                Filing Party: International Specialty Products
Inc. Form or Registration No.:         Schedule l4A           Date Filed: November 27, 2002







                                  INTRODUCTION

         This Amendment No. 5 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") is being filed by (i) International
Specialty Products Inc., a Delaware corporation ("ISP"), the issuer of the
equity securities that are the subject of the Rule 13e-3 transaction, (ii)
Samuel J. Heyman, a natural person and beneficial owner of approximately 81% of
ISP's common stock (the "Majority Stockholder") and (iii) International
Specialty Products Holdings Inc., a Delaware Corporation ("ISPH"), in connection
with the merger of ISPH with and into ISP (the "Merger"), with ISP as the
surviving corporation. As a result of the proposed Merger, (i) ISP will cease to
be a publicly held company and will become a private corporation, all the stock
of which will be beneficially owned by the Majority Stockholder and (ii) each
issued and outstanding share of ISP common stock will be converted into the
right to receive $10.30 in cash, except shares beneficially owned by the
Majority Stockholder or by any holder who properly demands appraisal rights
under the General Corporation Law of the State of Delaware will be canceled.
Notwithstanding this arrangement, shares owned by a qualified charitable
organization, will be entitled to receive $10.30 in cash. The purpose of this
Amendment No. 5 is to file a final amendment to this Schedule 13E-3 to report
the results of the Rule 13E-3 transaction pursuant to rule 13e-3(d)(3).

         On Friday, February 28, 2003, at a special meeting of the ISP
stockholders, the stockholders of ISP voted to approve the Agreement and Plan of
Merger by and between ISP and ISPH (the "Merger Agreement") and the merger
transaction contemplated thereby. The Merger Agreement was approved by
approximately 93% of all shares of common stock outstanding and entitled to vote
at the special meeting and 99.5% of the votes cast at the meeting by
stockholders other than Mr. Heyman and his affiliates and the directors and
executive officers of ISP. Also on Friday, February 28, 2003, the merger became
effective upon the filing of a Certificate of Merger with the Secretary of State
of the State of Delaware.

         The terms and conditions of the Merger Agreement are described in the
Definitive Proxy Statement of ISP, dated February 7, 2003 (the "Proxy
Statement"), which was filed with the Securities and Exchange Commission on the
same date. A copy of the Merger Agreement is attached as Annex A to the Proxy
Statement.


ITEM 16.                  EXHIBITS

Regulation M-A
Item 1016

            (a) (1)       Definitive Proxy Statement filed with the Securities
                          and Exchange Commission on February 7, 2003
                          (incorporated herein by reference to the Definitive
                          Proxy Statement).

            (a) (2)       Press Release of ISP dated February 28, 2003.

            (b)           None.

            (c) (1)       Opinion of Lehman Brothers Inc. attached as Annex B to
                          the Definitive Proxy Statement (incorporated herein by
                          reference to the Definitive Proxy Statement).

            (c) (2)       Materials presented by Lehman Brothers Inc. to the ISP
                          Special Committee on September 18, 2002 (previously
                          filed).

            (c) (3)       Materials presented by Lehman Brothers Inc. to the ISP
                          Special Committee on September 27, 2002 (previously
                          filed).

            (c) (4)       Materials presented by Lehman Brothers Inc. to the ISP
                          Special Committee on October 21, 2002 (previously
                          filed).

            (c) (5)       Materials presented by Lehman Brothers Inc. to the ISP
                          Special Committee on November 6, 2002 (previously
                          filed).

            (c) (6)       Materials presented by Lehman Brothers Inc. to the
                          Board of Directors of ISP on November 8, 2002
                          (previously filed).

            (d) (1)       Agreement and Plan of Merger, dated as of November 8,
                          2002 by and among ISP and ISPH attached as Annex A to
                          the Definitive Proxy Statement (incorporated herein by
                          reference to the Definitive Proxy Statement).

            (d) (2)       Stockholder Voting Agreement, dated November 8, 2002,
                          between ISP and Samuel J. Heyman attached as Annex C
                          to the Definitive Proxy Statement (incorporated herein
                          by reference to the Definitive Proxy Statement).

            (e)           None.

            (f)           Section 262 of the General Corporation Law of the
                          State of Delaware attached as Annex D to the
                          Definitive Proxy Statement (incorporated herein by
                          reference to the Definitive Proxy Statement).

            (g)           None.



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                                    SIGNATURE


         After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated:  February 28, 2003

                          INTERNATIONAL SPECIALTY PRODUCTS INC.



                          By:   /s/ SUNIL KUMAR
                                ------------------------------------
                                Name:    Sunil Kumar
                                Title:   President and Chief Executive Officer

                          SAMUEL J. HEYMAN



                                /s/ SAMUEL J. HEYMAN
                                ------------------------------------





                          INTERNATIONAL SPECIALTY PRODUCTS
                          HOLDINGS INC.



                          By:   /s/ SUNIL KUMAR
                                ------------------------------------
                                Name:    Sunil Kumar
                                Title:   President and Chief Executive Officer

















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                                  EXHIBIT INDEX

EXHIBIT NO.                 DESCRIPTION

(a) (1)                     Definitive Proxy Statement filed with the Securities
                            and Exchange Commission on February 7, 2003
                            (incorporated herein by reference to the Definitive
                            Proxy Statement).

(a) (2)                     Press Release of ISP dated February 28, 2003.

(b)                         None.

(c) (1)                     Opinion of Lehman Brothers Inc. attached as Annex B
                            to the Definitive Proxy Statement (incorporated
                            herein by reference to the Definitive Proxy
                            Statement).

(c) (2)                     Materials presented by Lehman Brothers Inc. to the
                            ISP Special Committee on September 18, 2002
                            (previously filed).

(c) (3)                     Materials presented by Lehman Brothers Inc. to the
                            ISP Special Committee on September 27, 2002
                            (previously filed).

(c) (4)                     Materials presented by Lehman Brothers Inc. to the
                            ISP Special Committee on October 21, 2002
                            (previously filed).

(c) (5)                     Materials presented by Lehman Brothers Inc. to the
                            ISP Special Committee on November 6, 2002
                            (previously filed).

(c) (6)                     Materials presented by Lehman Brothers Inc. to the
                            Board of Directors of ISP on November 8, 2002
                            (previously filed).

(d) (1)                     Agreement and Plan of Merger, dated as of November
                            8, 2002 by and among ISP and ISPH attached as Annex
                            A to the Definitive Proxy Statement (incorporated
                            herein by reference to the Definitive Proxy
                            Statement).

(d) (2)                     Stockholder Voting Agreement, dated November 8,
                            2002, between ISP and Samuel J. Heyman attached as
                            Annex C to the Definitive Proxy Statement
                            (incorporated herein by reference to the Definitive
                            Proxy Statement).

(e)                         None.

(f)                         Section 262 of the General Corporation Law of the
                            State of Delaware attached as Annex D to the
                            Definitive Proxy Statement (incorporated herein by
                            reference to the Definitive Proxy Statement).

(g)                         None.



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