FOR IMMEDIATE RELEASE                                          AT
FRIDAY, AUGUST 22, 1997                            (202) 616-2771
                                               TDD (202) 514-1888


         JUSTICE DEPARTMENT APPROVES TYCO INTERNATIONAL'S
              ACQUISITION OF KEYSTONE INTERNATIONAL


       Major Divestiture of Butterfly Valve Assets Required


     WASHINGTON, D.C.-- The Department of Justice today approved
Tyco International Ltd.'s acquisition of Keystone International
Inc.--two major industrial product manufacturers--after Keystone
agreed to sell off all its waterworks butterfly valve assets and
business to a third party.

     Butterfly valves are used in waterworks applications, such
as waste-water treatment, where they must meet the specifications
of the American Water Works Association. 
 
     The Department's Antitrust Division said that without the
spin-off by Keystone, the original transaction would have
significantly increased concentration among producers of
waterworks butterfly valves, and would have left only two
providers of these butterfly valves in sizes below 24 inches.

     "The divestiture will ensure that municipalities--the
largest consumers of butterfly valves for waterworks--continue to
have viable choices for this essential waterworks construction
component," said Joel I. Klein, Assistant Attorney General in
charge of the Department's Antitrust Division.  "That means that
taxpayers will get more for their dollar."

     Keystone will divest its waterworks butterfly valve assets
and business to CMB Industries Inc., a division of Core
Industries Inc., headquartered in Bloomfield Hills, Michigan. 
Core had 1996 sales of about $230 million and was recently
purchased by United Dominion Industries Ltd., a Canadian company
whose world headquarters are located in Charlotte, North
Carolina.  United Dominion's 1996 revenues were about $2 billion.

     Tyco and Keystone proposed the divestiture of Keystone's
waterworks butterfly valve business to Core in light of the
Department's antitrust investigation into the likely
anticompetitive effects of the Tyco/Keystone merger.  With the
divestiture of Keystone's business, the Department's competitive
concerns with the merger were alleviated.

     Tyco, headquartered in Exeter, New Hampshire, is the
nation's largest waterworks butterfly valve manufacturer.  It had
1996 revenues in all its product lines of more than 
$6 billion.  Tyco is engaged in a variety of enterprises
including valves sold for industrial applications.
 
     Keystone, headquartered in Houston, was the third largest
waterworks butterfly valve manufacturer.  Its 1996 revenues for
all product lines was $700 million.  Keystone produces other
specialized industrial products that control the flow of liquids,
gases, and other materials.
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