BURNHAM REACHES AGREEMENT TO ACQUIRE BRYAN STEAM

Lancaster, PA                                                 September 23, 1998
Peru, IN




Burnham  Corporation and Bryan Steam Corporation  announced today that they have
entered into a merger  agreement  pursuant to which  Burnham will acquire all of
the  outstanding  common  stock of Bryan  Steam for  $152.00  per share in cash.
Including  transaction  expenses of Bryan and certain other amounts that Burnham
has agreed to pay, the total value of the  transaction  is  approximately  $30.4
million. Bryan's Board of Directors unanimously approved the transaction after a
competitive  auction process.  The acquisition has the strong support of Bryan's
management.

In accordance with the merger  agreement,  a wholly owned  subsidiary of Burnham
will make a cash tender  offer,  which is expected to commence on September  30,
1998, for all outstanding  shares of Bryan at $152.00 per share.  Any shares not
purchased  in the tender  offer will be  acquired  in a  second-step  merger for
$152.00  per share in cash.  The  transaction  is subject to  customary  closing
conditions and regulatory approval.

Ten stockholders of Bryan Steam Corporation owning 55.6% of Bryan's  outstanding
common stock in the aggregate have irrevocably  agreed to tender their shares to
Burnham in the tender offer and have also granted  Burnham an exclusive proxy to
vote their shares in favor of the merger.

Burnham has been a leader in the hydronics  industry  since  producing its first
boiler in 1873.  Burnham  is a major U.S.  manufacturer  of  boilers,  furnaces,
radiators and related equipment,  with sales of $174.6 minion in its fiscal year
ending December 31, 1997.  Burnham's  philosophy is to provide the safest,  most
reliable products that are the best values available in the marketplace.

Bryan,  a  domestic  manufacturer  of  watertube  boilers,  is  located in Peru,
Indiana,  with subsidiaries in Monticello,  Indiana and San Angelo, Texas. Bryan
has been in business  since 1916 and has  developed a line of watertube  boilers
that are unique in the industry.  Bryan had sales of $26.3 million in its fiscal
year  ending  June 30,  1998.  Bryan  shares  Burnham's,  philosophy  of safety,
reliability and value for its products.

After the  acquisition,  Bryan will  operate  as a wholly  owned  subsidiary  of
Burnham.  Jesse McVay, currently President of Bryan, will remain as President of
Bryan and will become part of Burnham's senior management. Bryan's products will
continue to be manufactured at its plants and will be marketed exclusively under
the Bryan  label  through its  existing  network of  independent  manufacturers'
representatives.



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The  addition  of Bryan  will,  allow  Burnham to  participate  in the  domestic
watertube  boiler market to complement its position in the firetube and castiron
boiler markets and to develop an international market for the watertube product.
As a  result  of this  acquisition,  Burnham  will be  more  competitive  in the
commercial  and  industrial  hydronics  market and Bryan will have access to the
resources it needs for continued growth.

                                    AUTHORIZED BY

                                    Ronald L Griffith
                                    Sr. Vice President
                                    Burnham Corporation
                                    717-293-5811