Exhibit 10.2

                                 [COMPANY LOGO]
                              DeVlieg-Bullard, Inc.
                                One Gorham Island
                           WESTPORT, CONNECTICUT 06880
                     TEL (203) 221-8201 * FAX (203) 221-0780


November 5, 1998

Banc One Capital Partners Corporation
10 W. Broad St., Suite 400
Columbus, Ohio  43215
Attn.: James H. Wolfe

PNC Capital Corporation
Fifth Avenue and Wood Street
19th Floor
Pittsburgh, Pennsylvania  15222
Attn.: David J. Blair

Gentlemen:

As a result of our meeting on Wednesday,  the following is intended to summarize
the proposed  amendments  to the  Investment  Agreement  dated May 25, 1994,  as
amended  (the  "Investment   Agreement"),   among  DeVlieg-Bullard,   Inc.  (the
"Company"),  Allied Investment  Corporation,  Allied Investment  Corporation II,
Allied Capital  Corporation  II, Banc One Capital  Partners  Corporation  ("Bank
One") and PNC Capital Corp. ("PNC") (Banc One and PNC are sometimes collectively
referred to herein as the "Senior  Subordinated  Holders"),  Charles E. Bradley,
Sr. and John G. Poole.

     1. Each of the Senior Subordinated Holders will agree to amend the terms of
their respective  debenture to provide that the principal  payment of $1,000,000
thereunder due on May 25, 1999 will be made as follows:

     (a)  $500,000  of  such  payment  will  be  made  to  each  of  the  Senior
Subordinated  Holders (for an aggregate payment of $1,000,000) on the earlier of
June 15,  1999 or the date of the  filing  of the  Company's  Form  10-Q for the
quarter  ended April 30, 1999 subject to  satisfaction  of each of the following
four conditions:

          (i) the Company has provided to the CIT  Group/Business  Credit,  Inc.
     and Bank of New York (the  "Senior  Lenders") a  certificate  to the effect
     that it is then in compliance with the  affirmative and negative  covenants
     contained in its revolving and term loan agreement with the Senior Lenders;

          (ii)  after  giving  effect  to the  payment,  the  Company  will have
     availability   under  its  revolving  credit  facility  of  not  less  than
     $2,000,000,  as of May 31, 1999, and through the date preceding the date of
     such payment;



                                       
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Banc One Capital Partners Corporation
PNC Capital Corporation
November 5, 1998
page 2



          (iii) as of April 30, 1999,  and as of May 30, 1999,  no more than 15%
     of the Company's  trade payables  remain unpaid more than 60 days from date
     of invoice; and

          (iv) on or before May 31, 1999 the Company shall have prepaid not less
     than  $2,500,000 of its term debt with the Senior Lenders from the proceeds
     from the sale of assets.

     (b) An  additional  $500,000  of such  payment  (together  with any amounts
deferred  under  subparagraph  1(a)  above)  will be made to each of the  Senior
Subordinated  Holders (for an aggregate  additional  payment of  $1,000,000)  on
October  31,  1999,  subject  to  satisfaction  of  each of the  following  four
conditions:

          (i) the Company has provided to the Senior  Lenders a  certificate  to
     the effect that it is then in compliance  with the affirmative and negative
     covenants  contained  in its  revolving  and term loan  agreement  with the
     Senior Lenders;

          (ii)  after  giving  effect  to the  payment,  the  Company  will have
     availability   under  its  revolving  credit  facility  of  not  less  than
     $3,000,000, as of October 15, 1999, and through the date preceding the date
     of such payment;

          (iii) as of August 31,  1999,  and as of September  30, 1999,  no more
     than 15% of the Company's  trade  payables  remain unpaid more than 60 days
     from date of invoice; and

          (iv) on or before  October 30, 1999 the Company shall have prepaid not
     less than  $2,500,000  of its term debt with the  Senior  Lenders  from the
     proceeds from the sale of assets.

     2.  Notwithstanding  paragraph 1 above,  if at any time after June 15, 1999
the term loans with the Senior Lenders shall have an aggregate  principal amount
outstanding  of  $500,000  or less  and the  Company's  availability  under  its
revolving  credit  facility is at least  $3,000,000  (after giving effect to the
payment),  then the  Company  will be  obligated  to pay the full  amount of the
principal payment currently provided under the debentures for May 25, 1999.

     3. If, on or before October 31, 1999, the Company has not made the payment




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Banc One Capital Partners Corporation
PNC Capital Corp.
November 5, 1998
page 3


of principal  contemplated  by the  debentures  to be paid on May 25, 1999,  the
Senior  Subordinated  Holders  may declare  the  debentures  in default and give
notice  of  such  default  to  the  Senior   Lenders  in  accordance   with  the
Intercreditor Agreement, thereby commencing the 180 day standstill period.

     4. The  Senior  Subordinated  Holders  agree to  waive  financial  covenant
defaults (and related cross-defaults with the Senior Lenders caused by financial
covenants  defaults  under the  senior  loan  documents)  under  the  Investment
Agreement  as of and for the period  ended July 31, 1998 and the  quarter  ended
October 31, 1998. In addition,  the Senior  Subordinated  Holders agree that the
financial covenants in the Investment Agreement will be amended effective August
1, 1998 to be set forth as Exhibit A attached hereto.  Within 45 days of the end
of fiscal year 1999,  the Senior  Subordinated  Holders and the Company agree in
good faith to negotiate financial covenants for fiscal year 2000.

     5. The Senior  Subordinated  Debentures will be amended so that paragraph C
will  provide a penalty rate of 250 basis points over the note rate in the event
of any payment  default.  The amended penalty rate will be applied to the entire
principal  amount and any past due payments  (principal and interest) should any
amount remain past due prior to  acceleration  or maturity,  and shall remain in
effect until such past due  payments  are paid in full as long as such  payments
are made prior to  acceleration  or maturity.  In the event of  acceleration  or
maturity,  the existing  provision will apply. As a point of clarification,  the
penalty rate will be effective  as of May 25, 1999 and will  continue  until the
deferred  payments  outlined  in this  letter or any other  deferred or past due
payments are paid. If there are any past due amounts  outstanding  when there is
an acceleration  or at the point of maturity,  the penalty rate would shift from
250 basis  points over the note rate to the 700 basis points  increase  over the
note rate originally set forth in Paragraph C of the debenture.

     6. In connection with the  restructure  described  herein,  the senior debt
facility  is being  restructured  to  include a new term loan of  $2,500,000,  a
$1,500,00  increase of the revolver,  revised financial  covenants,  and a final
maturity of October 1, 2001.

     7.  In  all  other  respects,  the  current  terms  and  conditions  of the
Investment Agreement shall remain in full force and effect.

     8.  The  parties  agree  to move  expeditiously  to  amend  the  Investment
Agreement and the debentures on the terms set forth above.



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Banc One Capital Partners Corporation
PNC Capital Corp.
November 5, 1998
page 4


     Please  acknowledge  your  agreement  to the  foregoing  by  executing  the
enclosed copy of this letter where indicated below and returning it by facsimile
to Thomas V. Gilboy at (203) 221-0780.


                                     Sincerely,


                                     /s/ Thomas V. Gilboy
                                     Thomas V. Gilboy
                                     Vice President and Chief Financial Officer


TVG/kr
Attachment

Acknowledged and agreed to this
_____ day of November, 1998:



Banc One Capital Partners Corporation          PNC Capital Corp.


By: /s/ James H. Wolfe                         By: /s/ David J. Blair     
    ------------------------------                 -----------------------------
Title: Managing Director                       Title: Senior Vice President and
                                               Principal