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                                                                   Exhibit 10.2

              AMENDED AND RESTATED REVOLVING LOANS PROMISSORY NOTE

                    Reference is made to the $25,000,000 Revolving Loan
                    Promissory Note dated Original 23, 1995 of DeVlieg-Bullard,
                    Inc. and payable to The CIT Group/Business Credit, Inc. (the
                    "Original Note"). To the extent that this Amended and
                    Restated Revolving Loans Promissory Note amends the Original
                    Note, the Original Note is amended. To the extent this
                    Amended and Restated Revolving Loans Promissory Note
                    restates the Original Note, the Original Note is restated.


Amount not to Exceed                                         New York, New York
$30,000,000                                                    January 17, 1997


     FOR VALUE RECEIVED, the undersigned, DeVlieg-Bullard, Inc., a Delaware
corporation (herein the "Borrower"), promises to pay to the order of The CIT
Group/Business Credit, Inc. ("CITBC"), at CITBC's 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, in accordance with the Financing
Agreement (as hereinafter defined), the lesser of Thirty Million Dollars
($30,000,000) or the aggregate unpaid principal amount of all Revolving Loans
made by CITBC to the Borrower pursuant to the Amended and Restated Financing and
Security Agreement, dated as of January 17, 1997, between the Borrower and CITBC
(the "Financing Agreement"). Terms defined in the Financing Agreement are used
herein with their defined meanings unless otherwise defined herein.

     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 last business day of each month commencing October 31, 1995 and at
the interest rates specified in a Notice of Borrowing or a notice delivered to
CITBC pursuant to the Financing Agreement. Any amount of principal hereof which
is not paid when due, whether at stated maturity, by acceleration, or otherwise,
shall bear interest from the






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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.

     CITBC who is the holder of this Amended and Restated Revolving Loans
Promissory Note (the "Note") is authorized to endorse on the schedule annexed
hereto and made a part hereof, or on continuations or conversions thereof which
shall be attached hereto and made a part hereof, the date, the type and the
amount of each Revolving Loan made by the holder hereof, and each continuation,
conversion, payment and prepayment of principal thereof, which endorsements
shall, in the absence of manifest error, be conclusive as to the outstanding
balance of the Revolving Loans made by CITBC to the Borrower and the accuracy of
the other information endorsed; provided, however, that any failure to endorse
such information on such schedule or continuation thereof shall not in any
manner affect the obligation of the undersigned to make payments of principal
and interest in accordance with the terms of this Note.

     If any payment on this 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 the Amended and Restated Revolving Loans Promissory Note
referred to in the Financing Agreement and is subject to, and entitled to, all
provisions and benefits thereof and is subject to optional and mandatory
prepayment, in whole or in part, as provided therein. 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 CITBCs with respect to such Collateral and
guarantees.

     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





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declared to be, immediately due and payable, all as provided in the Financing
Agreement. The Borrower hereby waives presentment, notice of dishonor, protest
and any other notice or formality with respect to this Amended and Restated
Revolving Loans 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/ William O. Thomas
                                        ----------------------------------
                                        Name:  William O. Thomas
                                        Title: President & Chief Executive
                                               Officer





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