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                                                                   EXHIBIT 10.35


                               FIRST AMENDMENT TO
                               DT INDUSTRIES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN


         WHEREAS, DT Industries, Inc. (the "Employer") adopted the DT
Industries, Inc. Nonqualified Deferred Compensation Plan (the "Plan") effective
as of January 1, 1999; and

         WHEREAS, the Employer, in Section 11 of the Plan, reserved the right
to itself to amend the Plan at any time on a prospective basis; and

         WHEREAS, the Employer has determined to amend the Plan to permit
participants to direct the investment of their accounts under the Plan
separately from the direction of their accounts under the Employer's qualified
plan, to provide that a participant who becomes a consultant to the Company
shall not be deemed to have terminated employment or retired for purposes of
this Plan, and to create within the Plan a separate Plan for participants who
become consultants to the Company.

              NOW, THEREFORE, the Employer hereby amends the Plan as follows:

1.   Section 5 of the Plan is hereby deleted in its entirety and a new Section 5
     is hereby added to read as follows:

5.        Earnings on Investment Amounts. In addition to the other amounts
          credited to a Participant's Deferred Compensation Account, the
          Employer shall also credit (or reduce) an Employee's Deferred
          Compensation Account by an amount equal to the amount that would have
          been earned (or lost) if the amounts deferred hereunder were invested
          as directed by the Participant. A Participant may direct the
          investment of his or her account as provided herein by notifying the
          Employer and complying with the procedures announced from time to time
          by the Employer, which procedures shall include how often a
          Participant may change his or her investment directions and the
          effective date of any such change. A Participant may direct the
          investment of his or her account among the investment alternatives
          available under the Employer's 401(k) Plan by notifying the Employer
          of his or her investment directions under this Plan, in which case the
          earnings (or losses) on the Deferred Compensation Account shall be
          equal to the amount that would have been earned for (or lost) if the
          amounts deferred hereunder were invested as directed by the
          Participant under this Plan. Alternatively, a Participant may direct
          the investment of his or her account among the investment
          alternatives available under the Employer's 401(k) Plan by directing
          the investment of the account balance of his or her account under the
          Employer's 401(k) Plan and not notifying the Employer of a separate
          investment of his or her Deferred Compensation Account, in which case
          the earnings (or losses) on the Deferred Compensation Account shall be
          equal to the amount that would have been earned (or lost) if the
          amounts deferred hereunder were invested in approximately the same
          manner as the Employee's account balance under the

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          Employer's 401(k) Plan. Such amounts shall be referred to herein as
          the "Earnings Amounts" and shall be credited to (or deducted from) the
          Participant's Deferred Compensation Account at least annually (or more
          frequently at the discretion of the Employer). Earnings shall be
          credited on (or deducted from) a Deferred Compensation Account until
          all payments with respect to such account have been made hereunder.
          The Employer shall not be liable or otherwise responsible for any
          decrease in a Participant's Deferred Compensation Account because of
          the investment performance of the designated assets. The Employer, in
          its sole and absolute discretion, may (or may not) acquire any
          investment product or any other instrument or other wise invest any
          amount to provide the funds from which it can satisfy its obligations
          to make benefit payments under this Plan. To the extent that a
          Participant or his or her Beneficiary acquires a right to receive
          payments from the Employer under the provisions hereof, such right
          shall be no greater than the right of any unsecured general creditor
          of the Employer.

2.   Section 8(a) is hereby amended by adding a new sentence at the end thereof
     to read as follows:

     For purposes of this Plan, an Employee who retires or terminates employment
     with the Company but who becomes a paid consultant to the Company
     immediately following retirement or termination shall be deemed not to have
     retired or terminated employment for purposes of this Plan until the paid
     consulting relationship has terminated.

3.   A new Section 17 is hereby added to the Plan to read as follows:

     17. Deferred Compensation Plan for Consultants.

         (a)    Establishment. The Company hereby establishes a separate plan
                for the benefit of its former employees who were Participants in
                this Plan and who become consultants to the Company within 60
                days of retirement or termination of employment with the Company
                (herein the "Consultants"). This separate plan shall be referred
                to herein as the "Consultant Plan."

         (b)    Deferral Election. A Consultant may elect to defer up to 100%
                of the consulting fees received by him from the Company by
                executing and delivering to the Company a Participant Agreement.
                Such amounts shall be credited to a separate Deferred
                Compensation Account on behalf of the Consultant. Such Deferred
                Compensation Account shall be 100% vested at all times. Upon
                termination of the consulting relationship, the Consultant's
                Deferred Compensation Account shall be paid out as though the
                Consultant had retired from the Company.

         (c)    Application of Plan Provisions. The provisions of Sections 2(a),
                (b), (e), (h), (m), (o), 3(b), 5, 6, 8, 9 (with the exception
                of Section 9(e)(1)), and 10

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                through 16 shall apply to this Consultant Plan. For purposes of
                this Section 17, reference to the term "Plan" in such Sections
                shall be deemed to refer to the Consultant Plan and reference to
                the term "Employee" or "Participant" shall be deemed to refer to
                the Consultant.

IN WITNESS WHEREOF, the Employer has executed and adopted this Amendment
effective as of August 31, 1999.



                                              DT INDUSTRIES, INC.


                                              By: /s/ BRUCE P. ERDEL
                                                 -------------------------------
                                                     Bruce P. Erdel
                                                     Senior Vice President,
                                                     Finance and Administration







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