AMENDED AND RESTATED REVOLVING NOTE





$75,000,000.00                                   February 1, 1995
                                   Philadelphia, Pennsylvania



     FOR VALUE RECEIVED, SAFEGUARD SCIENTIFICS, INC., a Pennsylvania
corporation, and SAFEGUARD SCIENTIFICS (DELAWARE), INC., a Delaware
corporation (collectively, the "Borrowers"),
jointly and severally, promise to pay to the order of MIDLANTIC BANK,
N.A. (the "Bank") on January 31, 1998, the principal sum of SEVENTY FIVE
MILLION AND 00/100 DOLLARS ($75,000,000.00) (or such lesser amount as
shall equal the aggregate principal amount of the Revolving Loan
outstanding from time to time made by the Bank under the Credit
Agreement referred to below), in lawful money of the United States of
America and in immediately available funds, and to pay interest on the
unpaid principal amount of each such Loan, in like money and funds, at
the rates per annum and on the dates hereinafter provided.

     This Note ("Note") is the Revolving Loan Note referred to in that
certain Second Amended and Restated Credit Agreement dated as of
February 1, 1995 between the Borrowers and the Bank, (said Credit
Agreement, as amended from time to time, being herein called the "Credit
Agreement").  This Note is entitled to certain security as further
described in the Credit Agreement.  Capitalized terms used in this Note
have the respective meanings assigned to them in the Credit Agreement.

     This Note shall bear interest and shall be repaid as set forth in
the Credit Agreement.

     The Borrowers may at their option prepay all or any part of the
principal of this Note before maturity, subject to the terms provided in
the Credit Agreement.

     This Note has been executed and delivered in Philadelphia,
Pennsylvania, and shall be governed by, and construed and interpreted in
accordance with, the laws of the Commonwealth of Pennsylvania applicable
to contracts executed and to be performed therein.

     Each Borrower irrevocably waives trial by jury in any action or
proceeding in any court with respect to, in connection with, or arising
out of, this Note, the Credit Agreement, or any other instrument or
document delivered pursuant to the Credit Agreement, or the validity,
protection, interpretation, or collection thereof.

     The parties hereto intend this Note to take effect as an instrument
under seal.


                         SAFEGUARD SCIENTIFICS, INC.


                         BY:______________________________


                         ATTEST:__________________________



                         SAFEGUARD SCIENTIFICS (DELAWARE) INC.


                         BY:______________________________


                         ATTEST:__________________________