Exhibit 3.35




                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF


                               ISP INVESTMENTS LLC
             -------------------------------------------------------



                THE UNDERSIGNED is executing this Limited Liability Company
Agreement (the "Agreement") for the purpose of forming a limited liability
company (the "Company") pursuant to the provisions of the Delaware Limited
Liability Company Act, 6 Del.C. ss.ss. 18-101, et seq. (the "Act"), and does
hereby agree as follows:

                1. Name. The name of the Company shall be ISP Investments LLC,
or such other name as ISP Newco Investments Inc., as sole member (the "Sole
Member") may from time to time hereinafter designate.

                2. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings set forth therefor in Section 18-101 of the Act.

                3. Purpose. The Company is formed for the purpose of engaging in
any lawful business permitted by the Act or the laws of any jurisdiction in
which the Company may do business. The Company shall have the power to engage in
all activities and transactions that the Sole Member deems necessary or
advisable in connection with the foregoing.

                4. Offices. The principal place of business and office of the
Company shall be located at 300 Delaware Avenue, Suite 303, Wilmington ,
Delaware 19801, and the Company's business shall be conducted from such place or
places as the Sole Member may designate from time to time.

                5. The registered office of the Company in the State of Delaware
shall be located at c/o Corporation Service Company, 2711 Centerville Road,
Suite 400, Wilmington, New Castle County, Delaware, 19808. The name and address
of the registered agent of the Company for service of process on the Company in
the State of Delaware shall be Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Sole Member
may from time to time change the registered agent or office by amendment to the
certificate of formation of the Company.

                6. Members. The Sole Member of the Company is ISP Newco
Investments Inc. whose business address is 300 Delaware Avenue, Suite 303,
Wilmington, Delaware 19801.

                7. Term. The term of the Company shall commence on the date of
the filing of the certificate of formation of the Company in accordance with the
Act and shall continue until the Company is dissolved and its affairs are wound
up in accordance with Section 10 of this Agreement and a certificate of
cancellation is filed in accordance with the Act.

                8. Management of the Company. The management and control of the
business and affairs of the Company as well as the day-to-day administration of
the Company's business and affairs shall be vested in and conducted by the Sole
Member. Subject to the direction of the Sole Member, the day-to-day
administration of the business of the Company shall be carried out by employees
and agents who may be designated as officers, with titles including but not
limited to "chairman", "vice chairman", "managing director", "principal",
"president", "vice president", "treasurer", "assistant treasurer", "secretary",
"assistant secretary", "general manager", "director" and "chief financial
officer", as and to the extent authorized by the Sole Member. The officers of
the Company shall have such titles and powers and perform such duties as shall
be determined from time to time by the Sole Member and otherwise as shall
customarily pertain to such offices or be determined from time to time by the
Sole Member. Any number of offices may be held by the same person. The Sole
Member shall have the authority to fix the compensation, if any, of the officers
and employees of the Company, which compensation shall be an expense of the
Company.

                9. Capital Contributions. The Sole Member shall make capital
contributions to the Company in such amounts and at such times as necessary in
furtherance of the Company's purposes.




                10. Allocations and Distributions. Unless the Sole Member
     otherwise determines as soon as practicable following the end of each
     fiscal year of the Company, any net income earned by the Company during
     such fiscal year shall be distributed in cash or in kind, as determined by
     the Sole Member.

                11. Dissolution. The Company shall be dissolved and its affairs
     wound up upon the occurrence of an event with respect to the Sole Member
     causing a dissolution of the Company under Section 18-801 of the Act.

                12. Amendments. This Agreement may be amended only upon written
     consent of the Sole Member.

                13. Miscellaneous. The Sole Member shall have no liability for
     the debts, obligations or liabilities of the Company except to the extent
     provided by the Act. This Agreement shall be governed by, and construed
     under, the laws of the State of Delaware, without regard to conflict of law
     rules.

                IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of June 14, 2001.

                                          ISP NEWCO INVESTMENTS INC.
                                          as Sole Member


                                          By:/s/ Richard A. Weinberg
                                             ---------------------------
                                        Name: Richard A. Weinberg
                                       Title: Executive Vice President,
                                              General Counsel and
                                              Secretary





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