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                                                                   Exhibit 10.11
                               FIRST AMENDMENT TO
                             REGISTRATION AGREEMENT


         This First Amendment to Registration Agreement dated as of October 23,
1995 is among DeVlieg-Bullard, Inc., a Delaware Corporation (the "Company");
Allied Investment Corporation ("AIC"), Allied Investment Corporation II ("AIC
II"), and Allied Capital Corporation II ("ACC II" and, together with AIC and
AIC II, the "Allied Companies"), all Maryland corporations; Banc One Capital
Partners Corporation ("Banc One"), a Texas corporation; PNC Capital Corp.
("PNC"), a Delaware Corporation; and Charles E. Bradley, Sr., ("Bradley") and
John G. Poole ("Poole").

         WHEREAS, the Company, the Allied Companies, Banc One and PNC are
parties to a certain Registration Agreement dated as of May 25, 1994 (the
"Agreement") and

         WHEREAS, the parties desire to amend the Agreement as hereinafter
provided;

         NOW THEREFORE, the parties agree as follows:

         1.      Bradley and Poole hereby become parties to the Agreement and
each of them is, and shall be deemed to be an "Investor" as such term is used
in the Agreement.

         2.      Section 1 of the Agreement is hereby amended to provide that
only Banc One and PNC shall have a right to request a Demand Registration, but
the Allied Companies, Bradley and Poole may, on a pro rata basis, include any
of its or their Investor Registrable Securities in any Demand Registration
that may be requested so long as the inclusion of any such securities does not
interfere with or restrict the number of Investor Registrable Securities
desired to be included by Banc One or PNC in connection with such Demand
Registration.  In the event that any Investor Registrable Securities held by
the Allied Companies are included in such Demand Registration, the Investor
Registrable Securities held by Bradley or Poole may be included in such Demand
Registration only to the extent that such inclusion would not interfere with or
restrict the number of Investor Registrable Securities desired to be included
by the Allied Companies in connection with such Demand Registration.

         3.      The address for notices under this Agreement to both Bradley
and Poole is as follows:
                                           c/o Stanwich Partners, Inc.
                                           One Stamford Landing
                                           62 Southfield Avenue
                                           Stamford, CT 06902


          (End of text of Agreement. Signatures appear on next page)
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         IN WITNESS WHEREOF, the parties have executed this instrument as of
the date first above written.


Allied Investment Corporation              DeVlieg - Bullard, Inc.


By:  /s/ Richard E. Fearon, Jr.            By:  /s/ W. O. Thomas
    ----------------------------               ----------------------------

Allied Investment Corporation II           PNC Capital Corporation


By:  /s/ Richard E. Fearon, Jr.            By:  /s/ David J. Blair
    ----------------------------               -----------------------------

Allied Capital Corporation II              /s/ Charles E. Bradley, Sr.
                                           ---------------------------------
                                           Charles E. Bradley, Sr.
By:  /s/ Richard E. Fearon, Jr.
    ----------------------------           /s/ John G. Poole
                                           ---------------------------------
Banc One Capital Partners                  John G. Poole

By:  /s/ James H. Wolfe
    ----------------------------  




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