B232734
                     UNITED STATES OF AMERICA
                  BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:       Robert Pitofsky, Chairman
                     Mary L. Azcuenaga
                     Sheila F. Anthony
                     Mozelle W. Thompson
                     Orson Swindle

______________________________)
     In the Matter of          ))           Docket No. C-3783
     INSILCO CORPORATION,      )            DECISION AND ORDER
          a corporation.       )
______________________________)

     The Federal Trade Commission having initiated an
investigation of the acquisition of the assets of Helima-
Helvetion International, Inc. ("Helima"), and of all the capital
stock of ARUP Alu-Rohr und Profil GmbH ("ARUP") from Helmut
Lingemann GmbH & Co. by respondent, and the respondent having
been furnished thereafter with a copy of a draft of Complaint
that the Bureau of Competition presented to the Commission for
its consideration and which, if issued by the Commission, would
charge respondent with violations of Section 7 of the Clayton
Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal
Trade Commission Act, as amended, 15 U.S.C. § 45; and

     Respondent, its attorneys, and counsel for the Commission
having thereafter executed an Agreement containing a Consent
Order, an admission by respondent of all the jurisdictional facts
set forth in the aforesaid draft of Complaint, a statement that
the signing of said Agreement is for settlement purposes only and
does not constitute an admission by respondent that the law has
been violated as alleged in such Complaint, or that the facts as
alleged in such complaint, other than jurisdictional facts, are
true and waivers and other provisions as required by the
Commission's Rules; and

     The Commission having thereafter considered the matter and
having determined that it had reason to believe that the
respondent has violated the said Acts, and that a Complaint
should issue stating its charges in that respect, and having
thereupon accepted the executed Consent Agreement and placed such
Agreement on the public record for a period of sixty (60) days,
and having duly considered the comment received, now in further
conformity with the procedure described in § 2.34 of its Rules,

                          UNITED STATES OF AMERICA
                     BEFORE FEDERAL TRADE COMMISSION

______________________________)
      In the Matter of            ))        File No. 961-0106
      INSILCO CORPORATION,        )
           a corporation.         )
______________________________)


                    AGREEMENT CONTAINING CONSENT ORDER

      The Federal Trade Commission ("Commission"), having initiated
an investigation of the acquisition of the assets of Helima-
Helvetion International, Inc. ("Helima"), and of all the capital
stock of ARUP Alu-Rohr und Profil GmbH ("ARUP") from Helmut
Lingemann GmbH & Co. by Insilco Corporation ("Insilco"), and it now
appearing that Insilco, hereinafter sometimes referred to as the
"proposed respondent," is willing to enter into an agreement
containing an order to divest certain assets, cease and desist from
certain acts and practices, and providing for certain other relief:

      IT IS HEREBY AGREED by and between the proposed respondent, by
its duly authorized officers and attorney, and counsel for the
Commission that:

1.         Proposed respondent Insilco is a corporation organized,
      existing, and doing business under and by virtue of the laws of
      the state of Delaware, with its office and principal place of
      business located at 425 Metro Place N., Dublin, Ohio 43017.

2.         The proposed respondent admits all the jurisdictional
      facts set forth in the draft of complaint here attached.

3.         The proposed respondent waives:

           a.          any further procedural steps;

           b.          the requirement that the Commission's decision



                      contain a statement of findings of fact and
                      conclusions of law;

           c.         all rights to seek judicial review or otherwise
                 to challenge or contest the validity of the Order
                 entered pursuant to this agreement; and

                                                          B232734

                         UNITED STATES OF AMERICA
                     BEFORE FEDERAL TRADE COMMISSION

                         )
In the Matter of             ))
INSILCO CORPORATION,         )       Docket No. C-3783
                             )
       a corporation.        ))

                                   COMPLAINT

      The Federal Trade Commission ("Commission"), having reason
to believe that respondent Insilco Corporation ("Insilco"), a
corporation subject to the jurisdiction of the Federal Trade
Commission, has acquired certain assets of Helmut Lingemann,
GmbH, ("Lingemann") in violation of Section 7 of the Clayton Act,
as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade
Commission Act ("FTC Act"), 15 U.S.C. § 45; and it appearing to
the Commission that a proceeding in respect thereof would be in
the public interest, hereby issues its Complaint, stating its
charges as follows:

I.    DEFINITIONS

      For purposes of this Complaint the following definitions
apply:

      1.    "Welded Aluminum Tubes", including welded aluminum
tubes with diameters of 50 millimeters or greater ("Large Welded
Aluminum Tubes") and welded aluminum tubes with diameters less
than 50 millimeters ("Small Welded Aluminum Tubes"), means thin
wall welded-seam aluminum tubes used in the manufacture of heat
exchangers, which are devices that transfer heat from one fluid
or gas to another medium, generally air.

      2.    "Non-Aggregated, Customer-Specific Information" means
information about a product's cost and/or price that is in such a
form that the cost and/or price of a product for an identifiable
individual customer can be identified.

II. THE RESPONDENT

      3.    Respondent Insilco is a corporation organized,
existing, and doing business under and by virtue of the laws of