[MERRILL LYNCH LETTERHEAD]


     We hereby consent to the use of our opinion letter dated March 20, 1997 
to the Board of Directors of Falcon Building Products, Inc. included as 
Annex III-A to the Proxy Statement/Prospectus which forms a part of the 
Registration Statement on Form S-4 relating to the proposed merger of FBP 
Acquisition Corp., Inc., a Delaware corporation organized by Investcorp S.A., 
with and into Falcon Building Products, Inc. and to the references to such 
opinion in such Proxy Statement/Prospectus. In giving such consent, we do not 
admit that we come within the category of persons whose consent is required 
under Section 7 of the Securities Act of 1933, as amended, or the rules and 
regulations of the Securities and Exchange Commission thereunder, nor do we 
thereby admit that we are experts with respect to any part of such 
Registration Statement within the meaning of the term "experts" as used in 
the Securities Act of 1933, as amended, or the rules and regulations of the 
Securities and Exchange Commission thereunder.

                                   MERRILL LYNCH, PIERCE, FENNER & 
                                        SMITH INCORPORATED


                                   By: /s/ Dan Dickinson
                                       --------------------------
                                         Managing Director
                                         Investment Banking Group
April 3, 1997