Disposal

Morgan Crucible Co PLC
15 June 2004


DISPOSAL OF AUTO AND CONSUMER GLOBAL BUSINESS WITHIN ELECTRICAL CARBON DIVISION

The Morgan Crucible Company plc ('Morgan Crucible') today announces that it has
reached agreement to dispose of the net operating assets of its Auto and
Consumer Global Business to Energy Conversion Systems Holdings, LLC,
incorporated in Delaware, USA, for a consideration of US$60 million (£33
million). Some 80% of this consideration due to Morgan Crucible is payable in
cash over the next few days. Of the balance, some 60% will be paid after 3
months, with the remainder payable after 15 months.

In addition, there is an element of deferred consideration of up to US$17.5
million (£10 million), based upon the Earnings Before Interest, Tax,
Depreciation and Amortisation ('EBITDA') performance of the sold entity for 2004
and 2005.

This sale is in line with management's strategy of disposing of non-core
businesses to simplify and focus the Group, while raising funds to reinvest in
Morgan Crucible's profit improvement programme and reduce debt. Following this
disposal the number of Morgan Crucible Global Businesses will be reduced to
five, down from nine in early 2003.

The Auto and Consumer business manufactures a wide range of carbon brushes,
commutators and energy conversion systems for consumer, automotive, and
industrial applications. With operations on three continents, it has a current
headcount of approximately 1,800 and in 2003 generated turnover of circa US$130
million (£80 million), EBITDA of circa US$11 million (£6.7 million), Earnings
Before Interest, Tax and Amortisation of circa US$4 million (£2.4 million) and
had net assets (including goodwill) of circa US$102 million (£57 million) at 4
January 2004.

The purchaser is backed by a consortium of financial buyers, including MidMark
Capital, who provide unique financial and strategic benefits to take advantage
of opportunities in the Auto and Consumer Global Business.

Many of the Auto and Consumer locations currently operate on shared sites with
businesses from other Morgan Crucible global business units, and therefore the
agreement with the purchaser includes some post-closing arrangements to account
for this. There will also be a post-closing working capital adjustment. The
exceptional loss on disposal is expected to be circa £33 million, of which
goodwill accounts for approximately 40% of this amount. In addition the company
has given certain representations, warranties and indemnities in connection with
the transaction.

Warren Knowlton, Chief Executive Officer said:

'At our recent Annual General Meeting we made it clear that Morgan Crucible's
focus on reducing debt would continue assisted by the disposal of those
businesses that do not meet its key criteria. The Auto and Consumer business
clearly fits into that category and its disposal will also help to simplify the
Group's structure'.

For further information please contact:

The Morgan Crucible Company plc
Victoria Gould, Director of Group Communications             01753 837 000

Finsbury Group
Robin Walker, Kate Ebbage                                    020 7251 3801



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