Exhibit 10(i)



                                        July 17, 1997




Mr. Michael T. Yonker
1266 Loch Lane
Lake Forest, IL 60045


Dear Tim:

          On  June  24,  1997,  PORTEC, Inc.'s  Board  of  Directors  authorized
Wasserstein Perella  & Co.  to  examine ways  to  maximize values  for  PORTEC's
shareholders and report the  results to the Board  for its decision.  This  will
include the investigation of a possible sale of all or a portion of PORTEC.

          In connection with  the above  activity, I spoke  with you  concerning
special  compensatory  arrangements for  you.   The  intended objective  of such
arrangements  is to provide an  incentive for you,  as a key  member of PORTEC's
management team, to stay in your  present position while ways to maximize values
for  PORTEC's  shareholders  are  being  examined  and carried  out  and  to  be
positively motivated during that period.

          This  letter  will serve  as the  formal  confirmation of  the special
compensatory arrangement for  you, consisting of  a "success bonus"  arrangement
which has been promised to you by PORTEC, as follows:

     1.   The "success  bonus" will consist of a  cash payment of $78,883, being
          30% of your  present annual salary.  This amount  will be increased to
          reflect your base salary at the time  of a possible sale, in the event
          you receive a regular merit increase during the interim.

     2.   The foregoing "success bonus" will be due only if PORTEC, or a part of
          PORTEC which includes the  business unit with which you  are employed,
          is acquired by another  party in a transaction negotiated  with PORTEC
          or otherwise approved by its Board of Directors (or, in the case of an
          acquisition by tender offer, its Board of Directors does not recommend
          rejection  of such  offer), with  such transaction  to include  one in
          which  PORTEC continues  in  existence but  with  the acquiring  party
          having acquired control.

     3.   The"success bonus" due you under this  arrangement will be paid to you
          promptly at the time of the closing of the acquisition.

     4.   The  "success bonus" arrangement  will expire if  the "maximize value"
          effort does  not produce an acquisition of PORTEC or the business unit
          with which you are employed which closes by March 31, 1998.  Also,  if
          the "maximize value" effort is completed or terminated by the Board of
          Directors of PORTEC before March 31, 1998, without such an acquisition
          having  occurred, the  "success bonus"  arrangement will  terminate at
          that time.   It is expected  that the "maximize value"  effort will be
          completed well  before March  31, 1998,  but if  for  any reason  that
          proves not  to be the case,  an appropriate extension of  time for the
          "success  bonus" arrangement will be  considered at that  time and you
          would be formally notified in writing on any such extension of time.

     5.   You understand,  of course,  that PORTEC  will have the  right at  all
          times  to terminate your employment  for "cause" or  failure to render
          adequate performance of your employment duties.  Any  such termination
          would be subject to PORTEC's regular severance policy, rather that the
          "success bonus" arrangement.

          If you have  any questions about the foregoing, please do not hesitate
to  raise them  with me.   However,  any variation from  the foregoing  terms --
including any interpretation that  enlarges or changes the foregoing --  will be
binding only if agreed to by PORTEC in writing.

          Please  acknowledge receipt of this letter and your agreement with the
preceding terms at the place provided on the enclosed copy, and return such copy
to me for PORTEC's files.

                                        Yours very truly,





                                        Albert Fried Jr., Chairman


:mec

Receipt of the foregoing agreement with the
foregoing terms are hereby acknowledged on
this         day of             , 1997.