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                                                                   EXHIBIT 10.05



                             DEVLIEG-BULLARD, INC.
                  1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS



1.       Purpose

         The purposes of the DeVlieg-Bullard, Inc. 1991 Stock Option Plan for
Outside Directors are to advance the interests of DeVlieg-Bullard, Inc. (the
"Company") and its stockholders by attracting and retaining the highest quality
of experienced persons as directors and to align the interest of the Outside
Directors of the Company more closely with the interests of the Company's
stockholders.

2.       Definitions

         The following terms shall have the meanings indicated below:

         (a)     "Affiliate" shall have the meaning set forth in the Company's
                 1989 Employee Stock Plan.

         (b)     "Board" shall have the meaning set forth in the Company's 1989
                 Employee Stock Plan.

         (c)     "Change in Control" shall have the meaning set forth in the
                 Company's 1989 Employee Stock Plan.

         (d)     "Code" shall have the meaning set forth in the Company's 1989
                 Employee Stock Plan.

         (e)     "Committee" shall have the meaning set forth in the Company's
                 1989 Employee Stock Plan.

         (f)     "Common Stock" means the common stock, par value $.01 per
                 share, of the Company.

         (g)     "Company" shall have the meaning set forth in the Company's
                 1989 Employee Stock Plan.

         (h)     "Disability" shall have the meaning set forth in the Company's
                 1989 Employee Stock Plan.
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         (i)     "Fair Market Value" shall have the meaning set forth in the
                 Company's 1989 Employee Stock Plan.

         (j)     "Option" means an option granted to an Outside Director
                 pursuant to the Plan.

         (k)     "Optionee" means an Outside Director who has been granted an
                 Option pursuant to the Plan.

         (l)     "Outside Director" means any member of the Board of Directors
                 of the Company who during the term of this Plan has not served
                 as an officer or employee of the Company, a consultant to the
                 Company or an officer or employee of Stanwich Partners, Inc.
                 or its affiliates.

         (m)     "Plan" means the DeVlieg-Bullard, Inc. 1991 Stock Option Plan
                 for Outside Directors.

         (n)     "Potential Change in Control" shall have the meaning set forth
                 in the Company's 1989 Employee Stock Plan.

         (o)     "Retirement" means retirement from active directorship of the
                 Company.

         (p)     "Subsidiary" shall have the meaning set forth in the Company's
                 1989 Employee Stock Plan.

3.       Administration

         The Plan shall be administered by the Committee of the Board of the
Company.  The Committee is authorized to interpret the Plan and may from time
to time adopt such rules and regulations, not inconsistent with the provisions
of the Plan, as it may deem advisable to carry out the Plan; provided, however,
that the Committee shall have no discretion with respect to designating the
recipient of an Option, the number of shares of Common Stock that are subject
to an Option or the exercise price for an Option.  All decisions made by the
Committee in construing the provisions of the Plan shall be final.

4.       Eligibility

         Each Outside Director of the Company shall be eligible to participate
         under the Plan.

5.       Stock Subject to the Plan

         Subject to adjustment as provided in Paragraph 11, not more than
50,000 shares of Common Stock may be issued in respect of Options granted under
the Plan.  Such shares that may be issued upon the exercise of Options under
the Plan are authorized but unissued shares.





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Shares of Common Stock subject to an Option shall, upon the expiration or
termination of such Option, to the extent unexercised, again be available for
grant under the Plan.

6.       Grant of Options

         Options will be awarded under this Plan pursuant to the following:

         (a)     Each Outside Director of the Company who served in such
                 capacity on January 10, 1991 shall be and hereby is granted as
                 of such date, subject to stockholder approval of the Plan, an
                 Option to purchase 5,000 shares of the Company's Common Stock
                 subject to adjustment as provided in Paragraph 11.

         (b)     Commencing with the Annual Meeting of Shareholders for the
                 year ended July 31, 1991, each Outside Director on the date of
                 his initial election to the Board, whether such election is by
                 the Board or by the Company's stockholders, shall be granted
                 as of such date, subject to stockholder approval of the Plan,
                 an Option to purchase 5,000 shares of the Company's Common
                 Stock subject to adjustment as provided in Paragraph 11,
                 provided that such Optionee has not received such an Option on
                 some previous date.

7.       Option Price

         Each Option granted hereunder shall represent the right to purchase
the shares of Common Stock represented thereby at the Fair Market Value on the
date the Option is granted.

8.       Option Agreement

         The grant of any Options shall be evidenced by a written Stock Option
Agreement executed by the Company and the Optionee.  The Stock Option Agreement
shall contain the number of shares of Common Stock subject to the Option
evidenced thereby, the other essential terms of the Option determined in
accordance with Paragraph 9 hereof, and other terms that are not inconsistent
with requirements of this Plan.

9.       Terms and Conditions of Options

         (a)     Except as otherwise provided in Paragraph 12, Options granted
                 pursuant to the Plan shall become exercisable one year from
                 the date of grant, except that the first grant hereunder which
                 shall vest six months and one day following stockholder
                 approval of this Plan.  All Options shall have a term of ten
                 years from the date of grant, subject to earlier termination
                 pursuant to Paragraph 13.





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         (b)     Options that have not become exercisable on the date the
                 Optionee ceases to serve as a director of the Company for any
                 reason shall be forfeited and terminated immediately upon
                 termination of service.

         (c)     Options that have become exercisable on the date the
                 termination or expiration of the Optionee's position as a
                 director may be exercised as follows:

                 (1)      Retirement or Disability

                          If the Optionee shall cease to be a director of the
                          Company by reason of Retirement or Disability, the
                          Optionee may exercise the Option if and to the extent
                          it was exercisable on the date of such cessation.
                          Such Option may be exercised for a period of three
                          years from the date of such cessation or until the
                          expiration of the stated term of such Option;
                          whichever period is the shorter.

                 (2)      Death

                          If the Optionee shall cease to be a director by
                          reason of death, the Optionee's legal representative
                          may exercise the Option if and to the extent it was
                          exercisable on the date of the Optionee's death.
                          Such Options may be exercised for a period of one
                          year from the date of such death or until the
                          expiration of the stated term of such Option,
                          whichever period is shorter.

                 (3)      Termination for any other reason

                          If the Optionee shall cease to be a director of the
                          Company for any reason other than Retirement,
                          Disability, or death, the Optionee may exercise the
                          Option, to the extent it was exercisable on the date
                          of such cessation, if the Optionee was involuntarily
                          terminated by the Company without Cause.  Such
                          Options, if exercised, must be exercised within the
                          lesser of three months from the date of cessation or
                          the balance of the stated term of the Option.  For
                          purposes of this Plan, "Cause" shall have the meaning
                          set forth in the Company's 1989 Employee Stock Plan.

         (d)     Exercise of Options

                 An Option shall be exercised by delivery to the Corporate
                 Secretary of the Company a written notice of exercise in the
                 form prescribed by the Corporate Secretary for use from time
                 to time.  Such notice of exercise shall indicate the number of
                 shares to which the Option is exercised and shall be
                 accompanied by the full exercise price for the Options
                 exercised.





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         (e)     Form of Payment

                 The exercise price may be paid in cash (including certified or
                 cashier's check, bank draft or money order), Common Stock, or
                 a combination of Common Stock and cash.  The Common Stock so
                 delivered shall be valued at the Fair Market Value of the
                 Common Stock on the date of exercise.  No shares of Common
                 Stock shall be issued or delivered until full payment has been
                 made.

         (f)     Non-Transferability

                 No Option under the Plan shall be assignable or transferable
                 by the Optionee, except by will or pursuant to applicable laws
                 of descent and distribution.  During the life of an Optionee,
                 an Option shall be exercisable only by such Optionee or the
                 Optionee's guardian or legal representative.

         (g)     No Rights as Stockholders

                 Holders of Options under the Plan shall have no rights as
                 stockholders unless and until certificates for shares of
                 Common Stock are registered in their names in satisfaction of
                 a duly exercised option.

10.      Withholding Taxes

         Whenever the Company issues or transfers shares of Common Stock under
the Plan, the Company shall have the right to require the Optionee to remit to
the Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any certificate for such
shares.  The Company shall have the right to retain sufficient shares of Common
Stock to cover the amount of any tax required by any government to be withheld
or otherwise deducted or paid with respect to the exercise of the Options;
provided, that the Optionee does not deliver to the Company cash and/or shares
of Common Stock in the amount determined by the Company to be sufficient to
satisfy such tax. The Common Stock so retained or delivered shall be valued at
the Fair Market Value of the Common Stock on the date retained or delivered.

11.      Capital Adjustments and Corporate Reorganizations

         In the event of any change in the outstanding shares of stock by
reason of a stock dividend, split or combination, or recapitalization or
reclassification, or reorganization, merger or consolidation, in which the
Company is the surviving corporation or other similar change affecting the
stock, the number and class of shares then subject to Options and for which
Options may thereafter be granted and the amount per share of stock payable
upon exercised or surrender of such Options shall be appropriately adjusted by
the Committee to reflect such change.  No fractional shares shall be issued as
a result of such adjustment.  In the event of a dissolution of





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the Company or a reorganization, merger or consolidation in which the Company
is not the surviving corporation, the Company by action of its Board shall
either (i) terminate outstanding and unexercised Options as of the effective
date of such dissolution, merger or consolidation by giving notice to each
Optionee of its intention to do so and permitting the exercise, during the
period prior to such effective date to be specified by the Committee, of all
outstanding and unexercised Options or portions thereof; provided, however,
that no Option shall become exercisable hereunder either after the expiration
date thereof or prior to one year from the date of grant thereof, or (ii) in
the case of such reorganization, merger or consolidation, arrange for an
appropriate substitution of shares or other securities of the corporation with
which the Company is reorganized, merged or consolidated in lieu of the shares
of stock which are subject to such outstanding and unexercised Options.

12.      Change in Control Provision

         (a)     In the event of a "Change in Control" or a "Potential Change
                 in Control" the following acceleration and valuation
                 provisions shall apply:

                 (1)      Any Option awarded under the Plan to an Optionee, not
                          previously exercisable, shall become fully
                          exercisable.

                 (2)      The value of all exercisable Options may, at the
                          Optionee's election, be cashed out at the Change in
                          Control Price (as defined in the Company's 1989
                          Employee Stock Plan).

13.      Effective Date and Term of the Plan

         The Plan will become effective on the date of its adoption by the
Board, subject to approval by a majority of the stockholders at the Annual
Meeting of Stockholders for the year ended July 31, 1991.  The Board in its
discretion may terminate the Plan at any time with respect to any shares for
which options have not heretofore been granted.  Except with respect to Options
then outstanding, if not sooner terminated, the Plan shall terminate upon, and
no further Options shall be granted after, the expiration of 10 years from the
effective date of the Plan.

14.      Amendments

         The Board shall have the right to alter or amend the Plan or any part
thereof from time to time provided that no change in any Option theretofore
granted may be made which would impair the rights of the Optionee without the
consent of such Optionee; and provided, further, that the Board may not make
any alteration or amendment which would materially increase the benefits
accruing to participants under the Plan, increase the aggregate number of
shares of Common Stock which may be issued pursuant to provisions of the Plan,
or extend the terms of the Plan, without the approval of the stockholders of
the Company.





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