Exhibit 10.5

                    FOURTH AMENDMENT TO INVESTMENT AGREEMENT


     THIS FOURTH AMENDMENT TO INVESTMENT  AGREEMENT  ("Amendment"),  dated as of
September 17, 1997, is made by and among (i)  DEVLIEG-BULLARD,  INC., a Delaware
corporation (the "Company"), (ii) BANC ONE CAPITAL PARTNERS CORPORATION, a Texas
corporation ("Banc One"), and PNC CAPITAL CORP, a Delaware  corporation  ("PNC")
(Banc One and PNC are sometimes  collectively referred to as the "Senior Holders
or  individually  as a "Senior  Holder"),  (iii)  CHARLES E.  BRADLEY,  SR.,  an
individual  residing  in  Connecticut  ("Bradley")  and (iv) JOHN G.  POOLE,  an
individual  residing  in New York  ("Poole")  (Bradley  and Poole are  sometimes
collectively  referred to as the "Junior Holders",  or individually as a "Junior
Holder";  the Senior Holders and the Junior  Holders are sometimes  collectively
referred to as the "Holders").


                              W I T N E S S E T H:


     WHEREAS,  the Senior Holders,  Allied (as defined in the Agreement) and the
Company entered into that certain Investment  Agreement dated as of May 25, 1994
(the  "Original  Agreement"),  as amended by that  certain  First  Amendment  to
Investment  Agreement dated as of October 23, 1995, by and among Senior Holders,
Allied,  Junior  Holders and the Company (the "First  Amendment"),  that certain
Second  Amendment to  Investment  Agreement  dated as of April 12, 1996,  by and
among Senior Holders,  Junior Holders and the Company (the "Second  Amendment"),
and that certain Third Amendment to Investment Agreement dated as of January 17,
1997, by and among Senior  Holders,  Junior  Holders and the Company (the "Third
Amendment";  the Original Agreement,  the First Amendment, the Second Amendment,
and the Third Amendment are herein collectively referred to as the "Agreement"),
pursuant to which the Senior  Holders and Allied agreed to purchase  $12,000,000
of subordinated  debentures and Junior Holders agreed to purchase  $4,000,000 of
junior  debentures (the proceeds of said junior  debentures  having been used to
satisfy the senior  debentures held by Allied),  all in accordance  with, and as
provided in, the Agreement; and


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     WHEREAS,  the Company has requested  that the Senior Holders and the Junior
Holders further amend the Agreement in certain respects; and

     WHEREAS, Allied remains a "Holder" under the Agreement for limited purposes
only and, accordingly, is not required to join in this Amendment;

     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
agreement  contained herein,  intending to be legally bound hereby,  the parties
agree as follows:

     1. Consolidated Fixed Charge Coverage Ratio.  Section 7.15 of the Agreement
is hereby amended in its entirety to read as follows:

          7.15  Consolidated  Fixed Charge Coverage  Ratio.  The Company and its
     Consolidated  Subsidiaries shall maintain at the end of each Rolling Period
     a Consolidated Fixed Charge Coverage Ratio of not less than the following:

                  Rolling Period                                 Ratio
                  --------------                                 -----

                  July 31, 1997                           1.10     to      1.00
                  July 31, 1998                           1.10     to      1.00
                  July 31, 1999                           1.10     to      1.00
                  July 31, 2000                           1.10     to      1.00
                  and thereafter

     2. Capital Expenditures. Section 7.18 of the Agreement is hereby amended in
its entirety to read as follows:

                  7.18 Capital Expenditures. The aggregate amount of all Capital
         Expenditures of Company and its Subsidiaries will not exceed $2,100,000
         in any fiscal year. In any fiscal year the Company and its Subsidiaries
         shall be  entitled  to add to the  $2,100,000  ceiling  for such fiscal
         year, Capital  Expenditures equal to one-half of the amount, if any, by
         which $2,100,000 exceeds the amount of Capital  Expenditures which were
         made in the preceding fiscal year.

     3.  Miscellaneous.  The  provisions of the  Agreement  shall remain in full
force and effect except as modified hereby.


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<PAGE>



     IN WITNESS WHEREOF,  the parties, by their duly authorized  officers,  have
executed and delivered this Fourth  Amendment to Investment  Agreement as of the
date first written above.


                                                 DEVLIEG-BULLARD, INC.


ATTEST: _______________________                  By: /s/ WO Thomas
                                                     --------------------------
                                                    Title: President




                                                 BANC ONE CAPITAL PARTNERS
                                                 CORPORATION


ATTEST: _______________________                  By: /s/  James H. Wolfe
                                                     --------------------------
                                                    Title: Managing Director




                                                 PNC CAPITAL CORP


ATTEST: _______________________                  By: /s/  David J. Blair
                                                     --------------------------
                                                    Title: Senior Vice President
                                                           and Principle





WITNESS: ______________________                  /s/  Charles E. Bradley
                                                 ------------------------------
                                                 CHARLES E. BRADLEY, SR.



WITNESS: ______________________                  /s/  John G. Poole
                                                 ------------------------------
                                                 JOHN G. POOLE



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