Insilco Shareholders Approve Merger Plan

14 August 1998
Insilco Shareholders Approve Merger Plan
    COLUMBUS, Ohio, Aug. 14 -- Insilco Corporation
today announced that a majority of Insilco shareholders had
approved the proposed merger plan and related transactions in connection with
the merger between Insilco and an affiliate of DLJ Merchant Banking Partners
II at a special meeting of shareholders held on August 13, 1998.  As
previously reported, Insilco shareholders will receive total consideration of
$45.00 per share, of which $43.48 will be paid in cash and the balance will be
paid in the form of 0.03378 shares of the retained stock in Insilco Holding
Co., the surviving corporation.  Upon completion of the transaction and full
conversion of shares to the new holding company shares, the Company said there
would be approximately 1.4 million shares outstanding for the new Insilco
Holding Co.
    The Company's transfer agent, National City Bank, will mail information
shortly to registered shareholders concerning the approved merger plan along
with instructions for submitting shares for redemption.  Registered
shareholders may contact National City Bank Shareholder Services at
800-622-6757 for further information.  Beneficial shareholders will receive
information for shares held in nominee name from their brokerage firm or bank.
Banks and brokerage firms may contact the Company's Information agent,
Corporate Investor Communications, Inc. at 800-346-7885 for further
information.
    Insilco Corporation, based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components and a supplier of specialty
publications.  The Company's industrial business units serve the automotive,
electronics, telecommunications and other industrial markets, and its
publishing business serves the school yearbook market.  The Company had 1997
revenues in excess of $500 million.
    Investor Relations Contact:  David A. Kauer or Stephen Smith, 614-792-0468
or write to Insilco Corporation, Investor Relations, 425 Metro Place North,
Box 7196, Dublin, OH 43017 or call Melodye Demastus, Melrose Consulting
614-771-0860.