Exhibit 10.4


                 AMENDED AND RESTATED TERM LOAN PROMISSORY NOTE

     Reference  is  made  to the  $5,000,000  Amended  and  Restated  Term  Loan
     Promissory Note dated January 17, 1997 of DeVlieg-Bullard, Inc. and payable
     to the CIT  Group/Business  Credit,  Inc.  (the  "Term  Loan I  Note")  the
     $3,000,000  Amended and Restated Term Loan II Promissory Note dated January
     17, 1997 (the "Term Loan II Note"), the $2,000,000 Term Loan III Promissory
     Note,  dated January 17, 1997 (the "Term Loan III  Promissory  Note"),  the
     $1,500,000 Term Loan IV Promissory  Note, dated January 17, 1997 (the "Term
     Loan II  Promissory  Note").  To the extent that this  Amended and Restated
     Term Loan Promissory  Note amends each of the Term Loan I Promissory  Note,
     the Term Loan II Promissory Note, the Term Loan III Promissory Note and the
     Term Loan IV Promissory Note, each such Note is amended. To the extent this
     Amended and Restated Term Loan I Promissory  Note restates each of the Term
     Loan I Promissory Note, the Term Loan II Promissory Note, the Term Loan III
     Promissory  Note and the Term Loan IV  Promissory  Note,  each such Note is
     restated.


$2,850,000                                                  New York, New York
                                                            March 11, 1998

     FOR VALUE  RECEIVED,  the  undersigned,  DeVlieg-Bullard,  Inc., a Delaware
corporation  (herein  the  "Borrower"),  promises to pay to the order of the BNY
Financial  Corporation  ("BNYFC"),  at The  CIT  Group/Business  Credit,  Inc.'s
("CITBC") offices located at 1211 Avenue of the Americas, New York, NY 10036, in
lawful money of the United States of America and in immediately available funds,
the  principal  amount of Two  Million  Eight  Hundred  Fifty  Thousand  Dollars
($2,850,000) in thirty-eight  (38) equal principal  installments of each payable
monthly on the last business day of each month commencing March 31, 1998 and one
(1) final installment of the remaining  principal amount  outstanding,  plus all
other amounts having accrued and outstanding, payable on April 30, 2001.

     The Borrower further agrees to pay interest at said office,  in like money,
on the unpaid  principal  amount owing hereunder from time to time from the date
hereof on the date and at the rate specified in the Financing Agreement referred
to below.  Any amount of principal hereof which is not paid when due, whether at
stated  maturity,  by acceleration,  or otherwise,  shall bear interest from the
date when due until said principal amount is paid in full,  payable on demand at
a rate per annum equal at all times to the Default Rate of Interest.


                                       
<PAGE>

     If any payment on this Amended and Restated Term Loan  Promissory Note (the
"Note") becomes due and payable on a day other than a business day, the maturity
thereof shall be extended to the next succeeding  business day, and with respect
to  payments  of  principal,  interest  thereon  shall  be  payable  at the then
applicable rate during such extension.

     This  Note is one of the Term  Loan  Promissory  Notes  referred  to in the
Amended and Restated Financing Security Agreement, dated as of January 17, 1997,
between the  Borrower  and CITBC as amended by a First  Amendment to Amended and
Restated  Financing and Security Agreement dated as of April 1, 1997, as amended
by a Third  Amendment to Amended and Restated  Financing and Security  Agreement
dated as of September  17, 1997 and as amended by a Fourth  Amendment to Amended
and Restated  Financing and Security Agreement dated as of March 11, 1998 (as it
may be  amended,  modified or  supplemented  from time to time,  the  "Financing
Agreement")  and is subject to, the  entitled  to, all  provisions  and benefits
thereof  and is subject to optional  and  mandatory  prepayment,  in whole or in
part, as provided  therein.  Terms  defined in the Financing  Agreement are used
herein with their defined meanings unless otherwise defined herein.

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Financing Agreement or upon termination of the Financing  Agreement,  all
amounts  then  remaining  unpaid on this Note may  become,  or be declared to be
immediately due and payable, all as provided in the Financing Agreement.

     This Note is secured by certain Loan  Documents,  including  the  Financing
Agreement,  and is guaranteed as provided in the Financing Agreement,  reference
to which is hereby  made for a  description  of the  Collateral  and  guarantees
provided for under such Loan  Documents  and the rights of BNYFC with respect to
such Collateral and guarantees.

     The Borrower hereby waives presentment, notice of dishonor, protest and any
other  notice or formality  with respect to this Amended and Restated  Term Loan
Promissory Note.

     THIS NOTE SHALL BE GOVERNED BY, AND  INTERPRETED  IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF NEW YORK.

                                          DEVLIEG-BULLARD, INC.



                                          By /s/ WO Thomas
                                             -------------------------------
                                             Name:  William O. Thomas
                                             Title: President & Chief Executive
                                                    Officer



                                       2