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                                                                    EXHIBIT 10.2

                                                                [EXECUTION COPY]

                                REVOLVING CREDIT NOTE

$15,000,000                                                 New York, New York
                                                            August 20, 1997

     FOR VALUE RECEIVED, the undersigned, BURKE INDUSTRIES, INC., a 
California corporation (successor by merger to JFL Merger Co., a California 
corporation, the "Borrower"), hereby unconditionally promises to pay to the 
order of NationsBank N.A., a national banking association, (the "Lender") at 
the offices of NationsBank, N.A. a national banking association as agent for 
the Lenders (together with its successor agents the "Agent") located at 600 
Peachtree Street, N.E., Atlanta, Georgia, 30308, or at such other place 
within the United States as shall be designated from time to time by the 
Agent, on the Termination Date, the principal amount of Fifteen Million 
00/100 Dollars ($15,000,000), or such lesser principal amount as may then 
constitute the aggregate unpaid balance of all Revolving Credit Loans made by 
the Lender to the Borrower pursuant to the Loan Agreement (as hereinafter 
defined), in lawful money of the United States of America in federal or other 
immediately available funds.

     The Borrower also unconditionally promises to pay interest on the unpaid 
principal amount of this Note outstanding from time to time for each day from 
the date of disbursement until such principal amount is paid in full at the 
rates per annum and on the dates specified in the Loan Agreement applicable 
from time to time in accordance with the provisions thereof.  Nothing 
contained in this Note or in the Loan Agreement shall be deemed to establish 
or require the payment of a rate of interest in excess of the maximum rate 
permitted by any Applicable Law.  In the event that any rate of interest 
required to be paid hereunder exceeds the maximum rate permitted by 
Applicable Law, the provisions of the Loan Agreement relating to the payment 
of interest under such circumstances shall control.

     This Note is one of the Revolving Credit Notes referred to in that 
certain Loan and Security Agreement dated as of a date on or about the date 
hereof (as amended, modified, supplemented or restated from time to time, the 
"Loan Agreement"; terms defined therein being used in this Note as therein 
defined) between the Borrower, the financial institutions party thereto from 
time to time (the "Lenders") and the Agent, is subject to, and entitled to, 
all provisions and benefits of the Loan Documents, is secured by the 
Collateral and other property as provided in the Loan Documents, is subject 
to optional and mandatory prepayment in whole or in part and is subject to 
acceleration prior to maturity upon the occurrence of one or more Events of 
Default, all as provided in the Loan Documents.

     Presentment for payment, demand, protest and notice of demand, notice of 
dishonor, notice of non-payment and all other notices are hereby waived by 
the Borrower, except to the extent expressly provided in the Loan Agreement.  
No failure to exercise, and no delay in

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exercising, any rights hereunder on the part of the holder hereof shall 
operate as a waiver of such rights.

     The Borrower hereby agrees to pay on demand all costs and expenses 
incurred in collecting the Secured Obligations hereunder or in enforcing or 
attempting to enforce any of the Lender's rights hereunder, including, but 
not limited to, reasonable attorneys' fees and expenses if collected by or 
through an attorney, whether or not suit is filed, all as provided in the 
Loan Agreement.

     THE PROVISIONS OF SECTION 14.5 OF THE LOAN AGREEMENT ARE HEREBY 
EXPRESSLY INCORPORATED BY REFERENCE HEREIN. 

     THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT 
REFERENCE TO THE CHOICE OF LAW RULES OF THE STATE OF NEW YORK, BUT WITH 
REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH 
SHALL APPLY TO THIS NOTE.

     IN WITNESS WHEREOF, the undersigned has executed this Note as of the day 
and year first above written.

                                     BURKE INDUSTRIES, INC.

                             

                                     By: /s/ DONALD GLICKMAN
                                         -------------------

                                         Name: Donald Glickman
                                               -------------------------

                                         Title: Assistant Vice President
                                                ------------------------

(CORPORATE SEAL)
Attest:

By: /s/ LOUIS N. MINTZ
    ------------------

    Name: Louis N. Mintz
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