Merger of subsidiaries

Maruwa Co Ld
03 October 2005


                                                                                                    3 October 2005
  MARUWA CO., LTD.
  3-83 Minamihonjigahara-cho, Owariasahi-city, Aichi-pref. 488-0044 JAPAN

                                                    (Translation)

                            Notice concerning the merger of the consolidated subsidiaries

  MARUWA CO., LTD. ('MARUWA') decided to merge MARUWA QUARTZ Co., Ltd. ('MARUWA QUARTZ') with MARUWA TFG Co., Ltd.
  ('MARUWA TFG'), both its consolidated subsidiaries, scheduled on 1 January 2006.  Details are as follows;

  1. Purpose of merger

  MARUWA QUARTZ and MARUWA TFG are 100% owned subsidiaries of MARUWA, manufacturing and developing quartz glass
  products.  Through this merger, reorganizing our quartz glass business, MARUWA aims to enhance management
  efficiency and business competency by unifying each administration in a single system and generating synergetic
  effect in R&D activities.

  2. Details of merger

         1) Schedule

             Board of directors' meeting                 30 September 2005

             Sign of contract                            1 October 2005

             Shareholders' meeting

             - MARUWA QUARTZ                             Not to be held (*Note)

             - MARUWA TFG                                20 October 2005

             Date of merger                              1 January 2006

             Registration                                10 January 2006

          (*Note) QUARTZ will not hold a shareholders' meeting for an approval of the merger contract pursuant to
          the provisions of 3-1, Article 413 of the Commercial Code of Japan.

          2) Method

             MARUWA QUARTZ, as a going concern, will absorb MARUWA TFG, which will be dissolved.

          3) Rate of merger

             As the merger is between the wholly-owned subsidiaries, there will be no issuance of new shares and
             increase of capital.

          4) Cash payment

             There will be no cash payment due to the merger.

  3. About MARUWA QUARTZ and MARUWA TFG

     Name                                          MARUWA QUARTZ                           MARUWA TFG

     Business field                  Manufacturing and sales of quartz glass   Manufacturing and sales of quartz
                                     products.                                 glass products.

     Date of incorporation           1 March 2004                              11 November 1985

     Head office                     750 Shimoakasaka, Kawagoe-city,           7-1 Taihei, Kumagami, Miharu-machi,
                                     Saitama-pref. Japan                       Tamura-county, Fukushima-pref.
                                                                               Japan

     Representative                  Sei Kanbe                                 Sei Kanbe
                                     Representative director                   Representative director

     Paid-in capital                                           100 million yen                     400 million yen

     Number of shares issued                                           1 share                        8,000 shares

     Net sales (for fiscal 2005)                             2,241 million yen                   1,169 million yen

     Shareholders' equity                                      948 million yen                   1,001 million yen
     (as of 31 March 2005)

     Total assets                                            2,462 million yen                   1,407 million yen
     (as of 31 March 2005)

     End of fiscal year              31 March                                  31 March

     Number of employees             80                                        84
     (as of 31 March 2005)

     Shareholder                     MARUWA CO., LTD.  100%                    MARUWA CO., LTD.  100%

4. About a subsidiary after merger

       Name                            MARUWA QUARTZ Co., Ltd.

       Business field                  Manufacturing and sales of quartz glass products.

       Head office                     750 Shimoakasaka, Kawagoe-city, Saitama-pref.

       Representative                  Sei Kanbe, Representative director

       Paid-in capital                 100 million yen

       End of fiscal year              31 March

       Shareholder                     MARUWA CO., LTD.  100%

5. Effect on operating results

There will be no considerable effect on operating results due to the merger between the consolidated
subsidiaries.


END


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