EXHIBIT 10.2


                           WAIVER AND AMENDMENT NO. 8
                                       TO
                              AMENDED AND RESTATED
               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT


         THIS WAIVER AND  AMENDMENT  NO. 8  ("Amendment")  is entered into as of
February  12, 1999 by and among  BRIDGEPORT  MACHINES,  INC.("BMI"),  BRIDGEPORT
MACHINES LIMITED ("BML") and BRIDGEPORT  MACHINES GmbH ("BMG") (BMI, BML and BMG
each, a "Borrower" and jointly and severally,  the  "Borrowers");  IBJ WHITEHALL
BUSINESS CREDIT  CORPORATION (as successor in interest to IBJ Schroder  Business
Credit  Corporation  as  successor  in  interest  to IBJ  Schroder  Bank & Trust
Company) ("IBJS"),  GENERAL ELECTRIC CAPITAL CORPORATION ("GECC") (IBJS and GECC
each, a "Lender" and jointly and severally,  the "Lenders");  and IBJS, as agent
for the Lenders (in such capacity, the "Agent").

                                   BACKGROUND

         BMI,  BML,  Lenders and Agents are  parties to an Amended and  Restated
Revolving  Credit,  Term Loan and Security  Agreement,  dated as of December 23,
1994, as amended by: Amendment No. 1 to Amended and Restated  Revolving  Credit,
Term  Loan and  Security  Agreement,  dated as of March  31,  1995;  Waiver  and
Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan and Security
Agreement dated as of May 31, 1995; an Amended and Restated Waiver and Amendment
No. 2 to Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated as of June 28, 1995; an Amendment No. 3 to Amended and Restated  Revolving
Credit,  Term Loan and Security  Agreement  dated as of November  30,  1995;  an
Amendment No. 4 to Amended and Restated Revolving Credit, Term Loan and Security
Agreement dated as of August 2, 1996, wherein, among other things, BMG was added
as a Borrower; an Amendment No. 5 to Amended and Restated Revolving Credit, Term
Loan and Security  Agreement dated as of March 21, 1997; a Consent and Amendment
No. 6 to Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated as of May 16,  1997 and a  Consent  and  Amendment  No. 7 to  Amended  and
Restated Revolving Credit, Term Loan and Security Agreement dated as of November
24, 1998 (as same may be further  amended,  supplemented  or otherwise  modified
from time to time, the "Loan Agreement"), pursuant to which Lenders provide BMI,
BML and BMG with certain financial accommodations.

         Borrowers have requested that Lenders amend certain covenant violations
and amend certain provisions of the Loan Agreement and Lenders are willing to do
so on the terms and conditions hereafter set forth.

         NOW,  THEREFORE,  in  consideration  of any loan or advance or grant of
credit  heretofore  or  hereafter  made to or for the  account of  Borrowers  by
Lenders,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.  Definitions.  All  capitalized  terms not otherwise  defined herein
shall have the meanings given to them in the Loan Agreement.

         2.  Amendment  to  Loan  Agreement.  Subject  to  satisfaction  of  the
conditions precedent set forth in Section 5 below:

                  (a) The  following  definitions  in  Section  1.2 of the  Loan
Agreement are hereby amended in their entirety to read as follows:
<PAGE>
                           (i)   "Domestic   Revolving   Interest   Margin"  for
                  Revolving  Advances  which are Prime  Rate  Domestic  Loans or
                  Prime  Rate U.K.  Loans  shall be  subject  to change by Agent
                  within fifteen (15) days of each required delivery date of the
                  quarterly  financial  statements  of Borrowers as set forth in
                  Section 9.8 of the  Agreement  and shall be fixed as set forth
                  below for each quarter based upon the Senior Interest Coverage
                  Ratio at the end of the immediately preceding fiscal quarter.

                           Senior Interest Coverage                     Margin
                           ------------------------                     ------
                           less than 2.0 to 1.0                          .25%
                           greater than or equal to 2.0 to 1.0            .0%

                           (ii) "Domestic  Term Loan Interest  Margin" for Prime
                  Rate  Domestic Term Loans and Prime Rate U.K. Term Loans shall
                  be subject to change by Agent within fifteen (15) days of each
                  required delivery date of the quarterly  financial  statements
                  of Borrowers as set forth in Section 9.8 of the  Agreement and
                  shall be fixed as set forth below for each quarter  based upon
                  the  Senior  Interest   Coverage  Ratio  at  the  end  of  the
                  immediately preceding fiscal quarter.

                           Senior Interest Coverage                     Margin
                           ------------------------                     ------
                           less than 2.0 to 1.0                          .50%
                           greater than or equal to 2.0 to 1.0           .25%

                           (iii)  "Eurodollar  Revolving  Interest  Margin"  for
                  Revolving  Advances  consisting of Sterling Loans and Domestic
                  Loans shall be subject to change by Agent within  fifteen (15)
                  days of each required delivery date of the quarterly financial
                  statements  of  Borrowers  as set forth in Section  9.8 of the
                  Agreement  and  shall  be fixed as set  forth  below  for each
                  quarter based upon the Senior  Interest  Coverage Ratio at the
                  end of the immediately preceding fiscal quarter.

                           Senior Interest Coverage                     Margin
                           ------------------------                     ------
                           less than 2.0 to 1.0                          2.00%
                           greater than or equal to 2.0 to 1.0           1.75%

                           (iv)  "Eurodollar  Term  Loan  Interest  Margin"  for
                  Eurodollar  Rate Domestic Term Loans and Eurodollar  Rate U.K.
                  Term Loans shall be subject to change by Agent within  fifteen
                  (15)  days of each  required  delivery  date of the  quarterly
                  financial  statements of Borrowers as set forth in Section 9.8
                  of the  Agreement  and shall be fixed as set  forth  below for
                  each quarter based upon the
 
                  Senior  Interest  Coverage Ratio at the end of the immediately
                  preceding fiscal quarter.

                           Senior Interest Coverage                     Margin
                           ------------------------                     ------
                           less than 2.0 to 1.0                          2.25%
                           greater than or equal to 2.0 to 1.0           2.00%
<PAGE>
                  (b) Section 6.7 of the Loan Agreement is hereby amended in its
entirety to read as follows:

                           "6.7 Senior Interest Coverage. Cause to be maintained
         Senior  Interest  Coverage  not less  than (a) 1.0 to 1.0 at the end of
         each fiscal  quarter ended from 4/3/99 through and including the fiscal
         quarter  ended  4/1/00 with  respect to the four fiscal  quarters  then
         ended  and  (b)  4.0 to 1.0 at the end of  each  fiscal  quarter  ended
         thereafter with respect to the four fiscal quarters then ended."

         3. Waiver.  Subject to the satisfaction of the conditions precedent set
forth in Section 4 below,  Lenders  hereby  waive any Event of Default  that has
occurred as a result of Borrowers'  non-compliance  with Section 6.7 of the Loan
Agreement  to the extent that such Event of Default  arose solely as a result of
Borrowers'  failure to maintain  the  required  Senior  Interest  Coverage as of
January 2, 1999.

         4.  Conditions  Precedent.  This  Waiver  and  Amendment  shall  become
effective upon satisfaction of the following conditions precedent:

                  (a) This Waiver and Amendment  shall have been executed by the
Lenders,  the Borrowers and the Guarantor,  in four counterparts,  with executed
counterparts delivered to each of the parties.

                  (b) Agent shall have  received an amendment  fee of $20,000.00
to be shared equally by the Lenders.

         5. Representations and Warranties.

                  (a) Borrowers hereby represent and warrant that as of the date
hereof:

                           (i) This Waiver and Amendment and the Loan Agreement,
                  as  amended  hereby,   constitute  legal,  valid  and  binding
                  obligations of Borrowers and are enforceable against Borrowers
                  in accordance with their respective terms.

                           (ii)  Upon  the  effectiveness  of  this  Waiver  and
                  Amendment,   Borrowers   hereby   reaffirm  their   respective
                  covenants,  representations  and  warranties  made in the Loan
                  Agreement  to the extent the same are not  amended  hereby and
                  agree that all such covenants,  representations and warranties
                  shall be deemed to have been remade as of the  effective  date
                  of this Waiver and Amendment.

                           (iii) No Event of Default or Default has occurred and
                  is  continuing  or would  exist  after  giving  effect to this
                  Waiver and Amendment.

                           (iv)  Borrowers  have no knowledge of any facts which
                  would form the basis for any defense,  counterclaim  or offset
                  with respect to the Loan Agreement.

                  (b) Lenders hereby  represent and warrant that this Waiver and
Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and
binding obligations of Lenders and are enforceable against Lenders in accordance
with their respective terms.
<PAGE> 
         6. Effect on the Loan Agreement

                  (a) Upon the effectiveness of this Waiver and Amendment,  each
reference in the Loan  Agreement  to "this  Agreement,"  "hereunder,"  "hereof,"
"herein"  or words of like  import  shall  mean and be a  reference  to the Loan
Agreement as amended hereby.

                  (b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

                  (c) The execution,  delivery and  effectiveness of this Waiver
and  Amendment  shall not  operate as a waiver of any right,  power or remedy of
Lenders, nor constitute a waiver of any provision of the Loan Agreement,  or any
other documents, instruments or agreements executed and/or delivered under or in
connection therewith.

         7. Governing  Law. This Waiver and Amendment  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns and shall be governed by and  construed in  accordance  with the laws of
the State of New York.

         8. Headings. Section headings in this Waiver and Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Waiver and Amendment for any other purpose.

         9.  Counterparts.  This  Waiver and  Amendment  may be  executed by the
parties hereto in one or more counterparts,  each of which shall be deemed to be
an original and all of which taken  together  shall be deemed to constitute  one
and the same agreement.
<PAGE>
         IN WITNESS WHEREOF, this Waiver and Amendment has been duly executed as
of the day and year first written above.

                                    BRIDGEPORT MACHINES, INC.,
                                    as Borrower and Guarantor

                                    By:        /s/ Yvonne L. Megenis 
                                               ---------------------
                                    Name:      Yvonne L. Megenis
                                    Title:     Vice President-Treasurer


                                    BRIDGEPORT MACHINES LIMITED,
                                    as Borrower

                                    By:        /s/ Yvonne L. Megenis 
                                               ---------------------
                                    Name:      Yvonne L. Megenis
                                    Title:     Attorney In Fact


                                    BRIDGEPORT MACHINES GmbH,
                                    as Borrower

                                    By:        /s/ Yvonne L. Megenis 
                                               ---------------------
                                    Name:      Yvonne L. Megenis
                                    Title:     Attorney In Fact


                                    IBJ WHITEHALL BUSINESS CREDIT CORPORATION,
                                    as Lender and as Agent

                                    By:        /s/ Robert R. Wallace 
                                               ---------------------
                                    Name:      Robert R. Wallace
                                    Title:     Vice President


                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Lender

                                    By:        /s/Martin Greenberg 
                                               -------------------
                                    Name:      Martin Greenberg
                                    Title:     Duly Authorized Signature