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                                                                     Exhibit 3.2


                               Amendment to Bylaws

     In accordance with resolutions adopted by the Board of Directors on April
8, 2002, DT Industries, Inc. (the "Corporation") hereby amends its Amended and
Restated Bylaws as follows:

         1. A new Section 9 to Article VII of the Corporation's By-laws is
hereby adopted as follows:

                             ISSUANCE OF SECURITIES

                  Section 9. Unless approved by a majority vote of the shares of
         common stock of the corporation then outstanding, the corporation shall
         not:

                  (a) grant any stock option, including stock appreciation
         right, with an exercise price that is less than 100% of the fair market
         value of the underlying stock on the date of grant;

                  (b) reduce the exercise price of any stock option, including
         stock appreciation right, outstanding or to be granted in the future;
         cancel any outstanding options held by a grantee with an agreement to
         re-grant options to such optionee at a lower exercise price (including
         entering into any "6 month and 1 day" cancellation and re-grant
         scheme), whether or not the cancelled options are put back into the
         available pool for grant; replace underwater options with restricted
         stock in an exchange, buy-back or other similar scheme; or replace any
         options with new options having a lower exercise price or accelerated
         vesting schedule in an exchange, buy-back or other similar scheme;

                  (c) sell or issue any security of the corporation convertible
         into, or exercisable or exchangeable for, shares of common stock of the
         corporation ("Common Stock Equivalent"), having a conversion, exercise
         or exchange price per share ("Equivalent Price") which is subject to
         downward adjustment based on the market price of the common stock of
         the corporation at the time of conversion, exercise or exchange of such
         security into common stock of the corporation (except for appropriate
         adjustments made to give effect to any stock splits or stock
         dividends); or

                  (d) enter into (i) any equity line or similar agreement or
         arrangement; or (ii) any agreement to sell common stock of the
         corporation (or any Common Stock Equivalent) at a per share price (or,
         with respect to a Common Stock Equivalent, at an Equivalent Price) that
         is fixed after the execution date of the agreement,

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         whether or not based on any predetermined price-setting formula or
         calculation method. For the purposes of this Article VII Section 9(d),
         a price protection clause shall be permitted in an agreement for sale
         of common stock of the corporation or Common Stock Equivalent, if such
         clause provides for an adjustment to the price per share of common
         stock of the corporation or, with respect to a Common Stock Equivalent,
         to the Equivalent Price (provided that such price or Equivalent Price
         is fixed on or before the execution date of the agreement)(the "Fixed
         Price") (i) in the event that the corporation, during the period
         beginning on the date of the agreement and ending no later than 90 days
         after the closing date of the transaction, sells shares of its common
         stock or Common Stock Equivalent to another investor at a price or
         Equivalent Price, as the case may be, below the Fixed Price or (ii) for
         appropriate adjustments made to give effect to any stock splits or
         stock dividends.


         2. RESOLVED, Article VIII, Section 1 of the Corporation's By-laws is
hereby amended by adding the following sentence at the end thereof:

         "Notwithstanding the foregoing, the provisions contained in Article
         VII, Section 9 may not be further amended or repealed without the
         affirmative vote of the holders of a majority of the shares present and
         entitled to vote at a duly convened meeting of stockholders of the
         Corporation."

         IN WITNESS WHEREOF, the undersigned has executed this Amendment to
Bylaws as of June 20, 2002.

                                      DT Industries, Inc.


                                      By:  /s/ Dennis S. Dockins
                                          -------------------------------
                                          General Counsel and Secretary