Frthr re Proposed Demerger

AMCO CORPORATION PLC
6 August 1999


AMCO CORPORATION PLC ('THE Company')

PROPOSED DEMERGER OF TOLENT GROUP BUSINESSES

1.    Introduction

On  3 June 1999, Amco announced that the Board had been considering various
ways to  enhance  shareholder value and that it believed that a  demerger  of 
Tolent Corporation  Limited,  together  with  its  subsidiaries  and  the 
construction activities carried on by them, could be one method of achieving
this.

The  Company reports that the necessary preparatory work for the Demerger is
now complete.  Subject to shareholder approval at the extraordinary general 
meeting to  be held on 31 August 1999, the Demerger will become effective.  The
Demerger Shares  will be issued on completion of the Demerger and an application
will  be made  for  the admission of the Demerger Shares to trading on AIM.
Subject  to Admission, the Demerger Shares will commence trading on AIM on 1
September 1999.

2.   Outline of the Demerger

The  Demerger  is  to  be effected by a dividend in specie  to  Qualifying 
Amco Shareholders who will receive Demerger Shares on the following basis:

              for every 1 Amco Share:  1 Demerger Share

The  Board  believes that it would have to incur significant costs in 
obtaining appropriate  approvals of the circular sent to Amco Shareholders today
and  the Prospectus  from  the relevant regulatory authorities in the United
States  and Canada  if  it  were  to arrange for the Demerger Shares to be
issued  to  Amco Shareholders whose addresses are in the United States or
Canada.  The Board does not believe that it would be practical or cost effective
for the Demerger Shares to  be issued to such Amco Shareholders who in aggregate
hold approximately 0.25 per  cent  of  the issued share capital of Amco.
Accordingly, Amco Shareholders whose  address, as stated in the Register of
Members of Amco, is in  the  United States or the provinces of Canada will not
participate in the Demerger and  will not receive Demerger Shares.  Such Amco
Shareholders will instead receive a cash dividend  of a value equal to the
number of Amco Shares they hold multiplied  by the  Valuation Price.  This cash
dividend will be paid in US or Canadian dollars (as  appropriate) after having
been converted at the rate of exchange applicable on  the  date of the EGM. The
Board also considers it appropriate to  treat  the Amco  Shares held in the
Reserve Accounts (which in aggregate hold approximately 0.5  per cent of the
issued share capital of Amco) and which have not been taken up  by the persons
otherwise entitled thereto in the same way as the Amco Shares held  by  persons
with  registered addresses in the United  States  or  Canada. Accordingly,  the
Reserve Accounts will qualify for the cash dividend  mentioned above, but will
not be allotted Demerger Shares.

It  is  necessary  to  amend the Articles in order to  effect  the  Demerger 
as outlined  above  and also to obtain certain tax reliefs in connection  with 
the Demerger.   In particular, the Resolutions, if passed at the EGM will amend 
the Articles  to  grant the Board discretion to pay a cash dividend  in  the 
manner described  above and will redesignate and reclassify those shares held
by  Amco Shareholders whose registered addresses are in the United States or
Canada  and also  those  shares held in the Reserve Accounts as 'A' ordinary
shares  of  10p each.   Such 'A' ordinary shares will rank pari passu in all
respects  with  the other ordinary shares in the capital of Amco.

The opportunity is also being taken to update the provisions of the Articles 
in relation  to  adjourned  class  meetings to  prevent  adjourned  meetings 
being dissolved  if  they would not otherwise be quorate.  This proposed
amendment  to the  Articles  will  bring the Articles in this respect into line
with  current accepted practice.

The  Demerger,  the amendments to the Articles and the payment of the 
dividends described  above  all  require  the approval of  Amco  Shareholders
by  special resolution at the EGM. If the Resolutions are passed it is
anticipated that  the allotment  of the Demerger Shares to Qualifying Amco
Shareholders and  the  cash dividend payments will be made on 2 September 1999.

If  they  are  implemented, the Proposals will create an additional  AIM 
listed company.  namely  Tolent PLC. Broadly, Amco will continue to own  and
carry  on Amco's  structural  steel, power, rail and mining contracting
businesses  whilst Tolent  will  own and carry on Tolent Group's construction,
property  investment and development businesses.

3.    Trading record of Tolent Group

The  trading  record of the Tolent Group for the three financial years  and 
six months ended 30 June 1999 is summarised below.

                      Year ended 31            6 months
                   December (Audited)       ended 30 June
                                             (Unaudited)
                  1996       1997        1998       1999
                  £000       £000        £000       £000
                                                    
Turnover          39,466     52,955      77,537     39,116
Operating profit     (68)       418       1,447      1,006
Profit before       (277)       154       1,364        906
taxation
                                                    

Trading in the three years and six months ended 30 June 1999, has seen a 
return to increasing underlying profitability and continued growth in turnover. 
Tender and  contract  management controls have improved over this period,  as
has  the proportion of negotiated tender, rather than competitive tender, work.

In  the  year ended 31 December 1997, there was an exceptional loss of 
£424,000 relating  to  the  disposal  of an interest in land in  Germany.  The 
Directors believe that there are no further liabilities in relation to the
Group's  former German operations.

4.   Valuation of Tolent Corporation

As  part  of  the  procedural requirements in preparing for  and  effecting 
the Demerger  it  has  been necessary to obtain an independent valuation  of 
Tolent Corporation and its subsidiaries.  A valuation report has been prepared
by Grant Thornton, the current auditors of Amco and Tolent, addressed to the
directors of Tolent  which  states that, in the opinion of Grant Thornton, the
consideration for the allotment to the Qualifying Amco Shareholders (which is
the transfer  of the whole of the issued share capital of Tolent Corporation
Limited) is not less than £3.5 million. 5.  Reasons for the Demerger


The  Board  has continually been seeking ways to generate additional
shareholder value.   It  now considers that this will best be achieved through
two  separate and  focused investments with the value of the individual
businesses being  much more  transparent  to  investors.  The purpose of  the
Demerger  is  to  create additional  opportunities  for  long-term  growth,  and
for  the  delivery   of increasing value for shareholders, from two businesses,
each of which will  have its shares traded on AIM

The  Directors  also believe that the key strengths of the Residual  Amco 
Group are:

   *     its  presence  in  niche  areas  of the civil  engineering  and 
         mining industries

   *     its efficient and highly regarded structural steel businesses

   *     its ability to work to high levels of safety

   *      its risk averse approach to environmental matters

   *      its established fleet of specialised plant and equipment

6.   Relationship between Amco and Tolent following the Demerger Management

Following  the  completion of the Proposals, Amco and  Tolent  will  operate 
as separate  companies, each with its ordinary shares admitted to trading  on 
AIM,and neither Tolent nor Amco will hold any shares in the capital of the 
other.

Certain directors of Amco will,serve on the Tolent board as described below:

Name                 Position within Amco  Position within
                                           Tolent
S N Gordon           Chairman              Chairman
O H Schmill          Managing director     Executive director
I Swire              Financial director    Financial director
M R Speakman         Non-executive         Non-executive
                     director              director

The  services  of  Messrs  O  H Schmill, S N Gordon and  I  Swire  as 
part-time executive directors of Tolent will be provided by Amco pursuant to the
terms  of the  Services Agreement.  It is intended that in due course the New
Tolent Group will  appoint a full-time financial director.  The services of Mr
D  M  Jackson will  also be provided by Amco pursuant to the Services Agreement
as a part-time director  of  Tolent  Construction Limited,, Under the  terms  of
the  Services Agreement each of these executive directors will devote up to 25
per cent of his time to Tolent's affairs.

Mr  J  G Wood, currently a director of Amco, will be appointed managing
director of  Tolent  and  will  resign as a director of Amco upon the  Demerger 
becoming effective.   It  is  the  intention of the directors of Tolent  to
appoint  two additional  non-executive directors to the Tolent Board by 31
October  1999  at which point W M R Speakman will resign from the board of
Tolent.

Trading

There is, and will continue to be, trading between the New Tolent Group and 
the Residual Amco Group. There are also currently leases in place pursuant to 
which the Group leases its head office at Ravensworth House, Gateshead and its
vehicle fleet from members of the Residual Amco Group. Any transactions
undertaken  will be on normal commercial terms.

Administration

The  Services Agreement also provides for Amco to provide administrative
support to the New Tolent Group in areas such as personnel services, company
secretarial and registrar functions, insurance and pensions administration.

DEFINITIONS

The  following  definitions apply throughout this announcement  unless 
otherwise stated or the context otherwise requires:


'Admission'              admission of the Demerger Shares to AIM

'AIM'                    the  Alternative Investment Market of the 
London
                         Stock Exchange

'Amco'                   Amco Corporation Plc

'Amco Group'             Amco and its subsidiary and associate undertakings 
                        (or any of them as the context requires)

'Amco Shares'            ordinary shares of 10p each in the capital of Amco
                         and, following the passing of the Resolutions, 'A' 
                         ordinary shares of 10p each in the capital of Amco

'Amco Shareholders'      holders of Amco Shares

'Articles'               the  articles of association of Amco

'Bell Lawrie Wise Speke' Bell  Lawrie  Wise Speke, a division of Brewin 
                         Dolphin Securities  Ltd

'Board' or 'Directors'   the  directors of Amco, or a duly authorised 
                         committee thereof

'Demerger'               the  proposed Demerger of Tolent
                         Corporation from Amco

'Demerger Effective Date'31 August 1999

'Demerger Shares'        Ordinary  shares of 10p each in  the  capital 
                         of Tolent

'New Tolent Group'       Tolent and each member of the Tolent Group (or
                         any of them,  as  the  context  requires)  following 
                         the completion of the Demerger

'Proposals'              the Demerger and Admission

'Prospectus'             the  prospectus relating to the Admission and  sent 
                         to  Qualifying Amco Shareholders

'Qualifying Amco         holders of Amco Shares as shown in the
 Shareholders'           Register of Members of Amco on the Record
                         Date other than (i) those whose address, as shown in
                         the Register of Members of Amco, is in the United
                         States of America or any of the provinces of Canada
                         and  (ii) the Reserve Accounts

'Record Date'            5 August 1999

'Reserve Accounts'       Big  Nama  Reserve Account, Nama Creek Reserve
                         Account,  Amco   Industrial   Holdings   Reserve
                         Account    and International  Amco Corporation Reserve
                         Account (each being a nominee account holding shares in
                         Amco which have not been taken up by persons otherwise
                         entitled to such shares)

'Residual Amco Group'    the Amco Group following completion of the Demerger

'Resolutions'            the  special  resolutions which  are  to be
                         proposed at the EGM

'Services Agreement'     the  agreement made between Amco and Tolent as  at 
                         the  date  of  this document providing for the 
                         provision of certain services by the Residual Amco
                         Group to the  New Tolent Group

'Tolent'                 Tolent PLC

'Tolent Corporation'     Tolent Corporation Limited

'Tolent Group' or        Tolent Corporation and each of its
'Group'                  subsidiary and associated undertakings or any 
                         of them, as the context requires)

'Valuation Price'        28p per share