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                                   FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended June 28, 1998
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________
                         Commission File Number 0-23400

                              --------------------

                               DT INDUSTRIES, INC.
             [Exact name of registrant as specified in its charter]

                DELAWARE                                         44-0537828
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)
     Corporate Centre, Suite 2-300
            1949 E. Sunshine                                        65804
            Springfield, MO                                       (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (417) 890-0102

                              --------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                           Name of each exchange
       Title of each class                                  on which registered
       -------------------                                  -------------------
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, par value $.01 per share
               Series A Preferred Stock, par value $.01 per share
                         Preferred Stock Purchase Rights
                              (Title of each class)

                              --------------------

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes.  X    No.
                                              -----     -----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K   X  .
          -----

     As of September 14, 1998,  the  aggregate  market value of the voting stock
held by non-affiliates of the registrant was $203,114,078  (based on the closing
sales price, on such date, of $20.125 per share).

     As of September  14, 1998,  there were  10,243,474  shares of common stock,
$0.01 par value outstanding.

                              --------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
          Proxy Statement Dated September 28, 1998 (portion)(Part III).
      Annual Report to Shareholders for the Fiscal Year Ended June 28, 1998
                        (portion) (Parts I, II and IV).
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<PAGE>

                               DT INDUSTRIES, INC.
                               INDEX TO FORM 10-K


                                                                            Page

                                     Part I

Item 1.        Business...................................................     1

Item 2.        Properties.................................................    11

Item 3.        Legal Proceedings..........................................    12

Item 4.        Submission of Matters to a Vote of Security Holders........    12

               Information Regarding Forward Looking Statements...........    12


                                     Part II

Item 5.        Market for Registrant's Common Equity and Related 
               Stockholder Matters........................................    13

Item 6.        Selected Financial Data....................................    13

Item 7.        Management's Discussion and Analysis of Financial Condition 
               and Results of Operations..................................    13

Item 7A.       Quantitative and Qualitative Disclosures About 
               Market Risk ...............................................    13

Item 8.        Financial Statements and Supplementary Data................    13

Item 9.        Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure...................................    13

                                    Part III

Item 10.       Directors and Executive Officers of the Registrant.........    14

Item 11.       Executive Compensation.....................................    14

Item 12.       Security Ownership of Certain Beneficial Owners and
               Management.................................................    14

Item 13.       Certain Relationships and Related Transactions.............    14

                                     Part IV

Item 14.       Exhibits, Financial Statement Schedules and Reports on
               Form 8-K...................................................    15


<PAGE>

                                     PART I


ITEM 1.   BUSINESS

GENERAL

     DT  Industries,  Inc.  (together  with its  subsidiaries,  the "Company" or
"DTI")  is  an  engineering-driven  designer,  manufacturer  and  integrator  of
automated production equipment and systems used to manufacture,  test or package
a variety of  industrial  and  consumer  products.  The  Company is the  largest
manufacturer of integrated assembly and test systems for discrete parts, as well
as  integrated  tablet  packaging  and  processing  systems,  in North  America.
Substantial  growth  opportunities are believed to be provided by certain trends
among its customers,  including increased emphasis on manufacturing productivity
and  flexibility,  concurrent  engineering  of products  and  assembly  systems,
globalization  of  manufacturing  and  markets,   vendor   rationalization   and
outsourcing.  To  capitalize  on these  trends,  DTI has  implemented a business
strategy  to  provide,  develop  and  acquire  complementary   technologies  and
capabilities to supply customers with integrated processing,  assembly,  testing
and packaging systems for their products. As part of this strategy,  the Company
seeks to  cross-sell  the products  produced by acquired  companies  through its
larger  company-wide  sales force providing for greater  geographic and customer
coverage.  The Company operates in two business  segments:  Special Machines and
Components.  Through acquisitions,  internal growth and product development, the
Company's  Special  Machines  business has grown from  consolidated net sales of
$28.5 million in the fiscal year ended June 30, 1993 to fiscal 1998 consolidated
net sales of $471.8 million.  In addition,  the Company's  Components  business,
which  produces  precision  metal  components  for a broad  range of  industrial
applications,  has grown from  consolidated net sales of $22.1 million in fiscal
1993 to consolidated net sales of $47.5 million in fiscal 1998.

     Due to the significant acquisitions in recent years by the Special Machines
segment and the sale of the Knitting Elements division in fiscal 1998, as of and
for the fiscal year ended June 28, 1998, the Components  segment has become less
significant  to the  Company  as a whole and no longer  qualifies  for  separate
disclosure as specified by Statement of Financial  Accounting  Standards No. 14,
"Financial  Reporting  for Segments of a Business  Enterprise".  The Company has
included certain separate  disclosures for the Components  segment in the fiscal
1998  consolidated  financial  statements  to enhance  comparability  with prior
periods.

     SPECIAL MACHINES SEGMENT.  The Special Machines segment's products are used
in the electronics, automotive, pharmaceutical,  nutritional, consumer products,
tire, electrical components,  appliance,  plastics,  medical devices,  hardware,
cosmetics  and many other  industries.  Sales of these  products  also produce a
stream of recurring revenues from replacement parts and service as the Company's
substantial  installed  base of equipment is maintained  and upgraded over time.
The Special  Machines  segment,  which  accounted for  approximately  91% of the
Company's  consolidated  fiscal  1998 net  sales,  consists  of two  groups:  DT
Automation and DT Packaging.  Each group offers a class of products and services
that  complement  one  another in terms of  markets,  engineering  requirements,
product needs and systems capabilities.

     DT  Automation.  DT  Automation  designs  and  builds  a  complete  line of
integrated automated assembly and testing systems.  Integrated systems combine a
variety of manufacturing  technologies into a complete  automated  manufacturing
system.  Core  capabilities  of  DT  Automation  include  systems   integration,
medium/high     speed    indexing,     synchronous/non-synchronous     assembly,
flexible/reconfigurable assembly, high speed precision assembly, build-to-print,
material handling, cell control/data collection,  lean manufacturing,  precision
tools  and  dies,   micron  assembly,   automated   welding  systems  and  large
thermoforming  systems.  The Company is the largest  manufacturer  of integrated
assembly and test systems for discrete parts in North America.

     DT  Packaging.  DT Packaging  designs and builds  proprietary  machines and
integrated  systems  used  to  perform  processing  and  packaging  tasks.  Core
capabilities   of  DT   Packaging   include  the  design  and   manufacture   of
thermoforming,  blister  packaging and foam  extrusion  systems,  liquid filling
systems and a complete  line of tablet  processing  and packaging  systems.  The
Company  is  the  largest  manufacturer  of  integrated  tablet  processing  and
packaging systems in North America.


<PAGE>

     COMPONENTS   SEGMENT.   The  Components   segment,   which   accounted  for
approximately 9% of consolidated  fiscal 1998 net sales, stamps and fabricates a
range of standard and custom metal  components for the broad range of industries
including  heavy  trucking,  agricultural  equipment,  appliance,   recreational
products, and other consumer products.

     The  following  table  summarizes  the  acquisitions  made by the  Company,
segregated by business segment and core business group:

<TABLE>
<CAPTION>
ACQUISITION                              DATE               BUSINESS
-----------                              ----               --------
<S>                                      <C>                <C>
Special Machines Segment

  DT Automation:

    Peer Division of Teledyne,           July 1992          Designer and manufacturer of resistance and arc
      Inc. ("Peer")                                         welding systems and related parts

    Detroit Tool and Engineering         August 1992        Designer and manufacturer of integrated
      Company ("DTE")                                       manufacturing systems and custom equipment,
                                                            including tools and dies

    Advanced Assembly                    August 1994        Designer, manufacturer and integrator of
      Automation, Inc. ("AAA")                              automated production and testing systems

    Assembly Machines, Inc.              January 1996       Manufacturer of high-speed assembly systems
      ("AMI")

    Mid-West Automation Enterprises,     July 1996          Designer and manufacturer of integrated precision
      Inc. ("Mid-West")                                     assembly systems

    Hansford Manufacturing               September 1996     Designer and manufacturer of integrated precision
      Corporation ("Hansford")                              assembly systems

    Assembly Technology & Test, Inc.     July 1997          Designer, manufacturer and integrator of
      ("ATT"), previously Lucas                             automated production and testing systems
      Assembly & Test Systems

  DT Packaging:

    Sencorp Systems, Inc. ("Sencorp")    August 1993        Designer and manufacturer of plastics processing
                                                            and packaging equipment, systems and related parts

    Stokes-Merrill, Inc.                 December 1993      Designer and manufacturer of rotary presses,
      ("Stokes-Merrill")                                    tablet counting equipment and related parts

    Lakso Division of Package            February 1995      Designer and manufacturer of automated packaging
      Machinery Company ("Lakso")                           machinery, systems and related parts

    Armac Industries, Co. ("Armac")      February 1995      Designer and manufacturer of plastics processing
                                                            and packaging equipment

    H.G. Kalish Inc. ("Kalish")          August 1995        Designer, manufacturer and integrator of liquid
                                                            filling and tablet packaging systems

    Swiftpack Automation Limited         November 1995      Designer and manufacturer of packaging equipment,
      ("Swiftpack")                                         primarily electronic counters

    Scheu & Kniss, Inc. ("S&K")          August 1998        Manufacturer of tablet press replacement parts
                                                            and rebuild services

Components Segment

  Detroit Tool Metal Products Co.        August 1992        Manufacturer of custom stamped metal components
    ("DTMP")
</TABLE>

                                       2
<PAGE>

     On May 1, 1998, the Company  completed the sale of substantially all of the
assets of its non-core Knitting Elements division for $9.4 million. The division
was comprised of assets acquired from F. J. Potter Co., Inc. in August 1992, and
from Arrow Precision Elements, Inc. in September 1995.

     In August 1998, the Company completed the acquisition of certain of the net
assets of Scheu & Kniss,  Inc., a Louisville,  Kentucky  based  manufacturer  of
tablet  press  replacement  parts and rebuild  services  serving  primarily  the
pharmaceutical,  nutritional, battery and confectionery industries. The purchase
price of approximately  $10.2 million was primarily financed by borrowings under
the  Company's  revolving  credit  facility.  Annualized  sales of Scheu & Kniss
approximate $7.5 million.

     The Company is a Delaware  corporation  organized  in January  1993 and the
successor to Peer Corporation, Detroit Tool Group, Inc. ("DTG") and Detroit Tool
and Engineering Company.  Peer Corporation was organized in June 1992 to acquire
the Peer Division of Teledyne,  Inc. and the stock of DTG, the sole  stockholder
of DTE and DTMP. Through the acquisitions  described above,  internal growth and
product development,  the Company has grown from consolidated net sales of $50.6
million in fiscal 1993 to $519.3 million in fiscal 1998.

     The Company's  principal executive offices are located at 1949 E. Sunshine,
Suite  2-300,   Springfield,   Missouri   65804  and  its  telephone  number  is
(417) 890-0102.


BUSINESS STRATEGY

     The  business   strategy  of  DTI  is  to  provide,   develop  and  acquire
complementary  technologies and capabilities to supply customers with integrated
assembly,  testing and packaging  systems for their  products.  DTI's goal is to
become the premier  provider of  engineered  solutions.  The Company  expects to
achieve this goal by designing  and  delivering  on-time,  innovative  solutions
which meet or exceed our customers'  expectations while  continuously  improving
quality,  service and cost. Key elements of the Company's  strategy  include the
following:

     Acquisitions.  The assembly,  testing and packaging  equipment  markets are
highly fragmented.  Special machines, for example, are characterized by a number
of industry  niches in which few  manufacturers  compete.  The Special  Machines
segment has established its presence in particular niches through  acquisitions,
and  the  Company  intends  to  pursue  additional  acquisitions,  or  strategic
alliances,  with companies which are  established  technical and market leaders.
The Company  can  provide its  customers  more  complete  integrated  automation
systems by  continuing  to expand the breadth of its  products  and  engineering
expertise,  a capability the Company believes will enable it to benefit from its
customers'  increasing  demand for complete systems.  Additionally,  the Company
will continue to pursue  acquisitions,  or strategic  alliances,  with companies
which provide significant  potential for cross-selling among the various product
lines and cost savings through more efficient  utilization of manufacturing  and
engineering capacity.

     Product Line Expansion. Through acquisitions,  product license arrangements
and strategic  alliances,  the Company has  increased,  and plans to continue to
increase, its engineering  capabilities and product offerings.  DT Packaging has
the capability to provide  customers with fully integrated tablet processing and
packaging systems. DT Automation has increased its assembly systems capabilities
as more fully described in "Markets and Products" below. The Company's objective
is to  provide  customers  with  integrated  automation  solutions  and  systems
integration expertise,  rather than single use equipment.  The Company also uses
its engineering  expertise and manufacturing  capability to develop new products
and  technology for markets the Company  currently  serves and to provide entree
into new markets.

     Cross-Selling.  Substantial  cross-selling  opportunities  exist across the
product lines of the Special  Machines  segment.  As the Company  implements its
acquisition  strategy and integrates acquired  operations,  it is able to expand
its product  offerings and customer  base.  Since the inception of the Company's
cross-selling  program four years ago,  over $110 million in projects  have been
developed through cross-selling.  The Company expects this growth to continue as
a result of new opportunities created through the awareness and expansion of its
customer base.

                                       3
<PAGE>

     Leverage   Engineering  and  Manufacturing   Capabilities.   The  Company's
engineering  strategy  is to satisfy the  growing  demand for small,  medium and
large  complex,  integrated  automation  solutions  by utilizing  the  versatile
engineering expertise of its Special Machines businesses. The Company expects to
continue to acquire  engineering and design expertise  through  acquisitions and
licensing  arrangements.  The  Company  intends  to  utilize  its  manufacturing
capacity and engineering capabilities fully by directing work to facilities with
specific  capabilities and  manufacturing  strengths to best meet the customer's
needs.

     International  Expansion.  The Company seeks to increase its  international
sales through strategic  alliances,  international  agents,  foreign offices and
acquisitions.   The  Company  acquired   Canada-based  Kalish,  and  the  United
Kingdom-based   Swiftpack  during  fiscal  1996,   significantly  enhancing  its
international packaging presence.  Also, continued international sales growth by
DT Packaging  has  resulted  from the  strategic  alliance  with Davis  Standard
Corporation  for the  sales  of foam  extrusion  systems.  In  fiscal  1997,  DT
Automation continued to expand its international presence by forming an alliance
with a subsidiary  of Claas KGaA  opening a sales and service  office in Beelen,
Germany.  This  alliance  also allows the Company to market Claas KGaA's  highly
regarded  automation  systems to the Company's  existing customer base. The July
1997 acquisition of ATT provided DT Automation a stronger international presence
with manufacturing  facilities in the United Kingdom and Germany, as well as the
United  States.   International   sales  accounted  for   approximately  35%  of
consolidated net sales in fiscal 1998.

     Continuous  Improvement.  In 1998  the  Company  launched  a  comprehensive
Continuous   Improvement   program  based  upon   organizational   values,  core
competencies,  vision,  mission, and key performance  indicators  throughout the
organization.  At the center of this continuous  improvement program are key DTI
values of customer  satisfaction,  employee  growth and respect,  individual and
corporate integrity,  innovative technology, global teamwork,  environmental and
community  responsibility  and growth of  shareholder  value.  The  Company  has
identified  key  performance  indicators  at all of its  operating  units  which
directly  relate to these  values.  The Company  will measure the success of the
Continuous Improvement Program by monitoring these indicators. These performance
indicators  include:  improved  quality,  shorter lead times,  improved  on-time
delivery, continuous cost reduction and better communications.


MARKETS AND PRODUCTS

     SPECIAL  MACHINES.  The  Special  Machines  segment  designs  and  builds a
complete  line of  automated  production  systems used to  manufacture,  test or
package products for a range of industries,  including electronics,  automotive,
pharmaceutical,  nutritional,  consumer products,  tire, electrical  components,
appliance,  plastics, medical devices, hardware,  cosmetics and many others. The
Company also  manufactures  custom  production  equipment for specific  customer
applications,  proprietary  machines for specific  industrial  applications  and
integrated  systems  which  may  combine  features  of  custom  and  proprietary
equipment. The Special Machines segment consists of two core business groups: DT
Automation and DT Packaging.

     DT  AUTOMATION.  DT  Automation  designs  and  builds  a  complete  line of
automated  assembly and test systems,  special  machines and large complex dies.
Sales  from  DT  Automation  accounted  for  approximately  68%,  63% and 45% of
consolidated net sales for fiscal 1998, 1997, and 1996, respectively.

     Integrated   Systems.   Integrated   systems  combine  a  wide  variety  of
manufacturing  technologies  into a  complete  automated  manufacturing  system.
Utilizing advanced computers,  robotics,  vision systems and other technologies,
the Company provides a variety of capabilities  including  systems  integration,
medium/high     speed    indexing,     synchronous/non-synchronous     assembly,
flexible/reconfigurable assembly, high speed precision assembly, build-to-print,
material handling, cell control/data collection,  lean manufacturing,  precision
tools  and  dies,   micron  assembly,   automated   welding  systems  and  large
thermoforming  systems for the electronics,  automotive,  appliance,  electrical
components,  and  hardware  industries.  The  Company  offers  this  variety  of
integrated   systems  for  small  or  large,   custom  or  standard   automation
applications.  The standardized  automation applications utilize various machine
platforms  and  proprietary  modular  building  blocks in carousel,  in-line and
rotary assembly  systems,  all of which  facilitate  time-sensitive,  concurrent
engineering  projects  where  changes in tooling and  processes  can occur in an
advanced stage of system design.

                                       4
<PAGE>

     Custom  Machines.   The  Company's  custom  machine  building  capabilities
include:   engineering,   project  management,   machining  and  fabrication  of
components,  installation of electrical controls,  final assembly and testing. A
customer will usually approach the Company with a manufacturing  objective,  and
DTI will work with the customer to design, engineer,  assemble, test and install
a machine to meet the objective. The customer often retains rights to the design
after delivery of the machine since the purchase contract typically includes the
design of the machine;  however,  the  engineering and  manufacturing  expertise
gained in designing  and building the machine is often  reapplied by the Company
in projects for other customers.

     Material  Handling.  The Company builds an automated  electrified  monorail
product offered in various  capacity ranges from light weight systems to systems
transporting  products weighing up to 8,800 pounds.  This product can be applied
to a variety of material handling applications ranging from delivery systems for
the food industry to  manufacturing  processes  involving  manual and automation
interfaces for engine assembly and testing. The benefits of this product include
providing a clean, quiet,  controlled  transport with the flexibility to operate
in a variety of processes and production rates.

     Automated  Resistance and Arc Welding Systems. The Company manufactures and
sells  a line of  standard  resistance  welding  equipment  as  well as  special
automated welding systems designed and built for specific applications. Marketed
under  the  brand  name  Peer(TM),  the  Company's  products  are  used  in  the
automotive,  appliance  and  electrical  industries  to  fabricate  and assemble
components and subassemblies. The Company's resistance welding equipment is also
used in the  manufacture of file cabinets,  school and athletic  lockers,  store
display shelves, metal furniture and material storage products.

     Tooling  and Dies.  The Company  possesses  considerable  expertise  in the
design,  engineering  and  production of precision  tools and dies. In addition,
personnel  trained  as tool and die  makers  often  apply  their  skills  to the
manufacture of the Company's special machines.

     DT  PACKAGING.  The DT  Packaging  group  designs  and  builds  proprietary
machines and integrated  systems which are marketed under individual brand names
and manufactured  for specific  industrial  applications  using designs owned or
licensed by the Company.  Although  these  machines are  generally  cataloged as
specific models,  they are usually modified for specific  customer  requirements
and often combined with other machines into integrated  systems.  Many customers
also request additional accessories and features which typically generate higher
revenues and  enhanced  profit  opportunities.  DT  Packaging  products  include
thermoformers,  blister packaging systems, extrusion systems, rotary presses and
complete  integrated  packaging  systems.   Packaging  systems  include:  bottle
unscrambling,  electronic and slat tablet counting/filling,  cottoning,  sealing
and capping,  labeling,  collating,  cartoning, and liquid and tube filling. The
Company  believes  this  equipment  maintains  a  strong  reputation  among  its
customers for quality,  reliability and ease of operation and  maintenance.  The
Company  also  sells  replacement  parts  and  accessories  for its  substantial
installed base of machines.  Sales from DT Packaging accounted for approximately
23%,  25% and 37% of  consolidated  net sales for  fiscal  1998,  1997 and 1996,
respectively.

     Thermoformers.  A  thermoformer  heats  plastic  material and uses pressure
and/or a vacuum  to mold it into a  product.  Marketed  under  the  brand  names
Sencorp(R) and Armac(TM),  the Company's  thermoformers are used by customers in
North  America,  Europe  and  Asia  to form a  variety  of  products  including:
specialized  cups,  plates  and food  containers,  trays  for  food and  medical
products and other plastics applications.

     The Company's  thermoformers  are sold  primarily to custom formers who use
the  machines  to create  thermoformed  items which are sold to a variety of end
users.  The Company also sells  thermoformers  directly to end users,  including
large producers of electrical and healthcare products, cosmetics,  hardware, and
other consumer products.

     The Company produces a line of  thermoformers  of different sizes,  heating
ovens, maximum draw depths and press capacities.  Certain thermoformers produced
by the Company feature a fully integrated process control system to regulate the
thermoformer's  functions.  Depending  upon  the  customer's  requirements,  the
control system is capable of networking  with, or downloading to, the customer's
computers or other  equipment and the  Company's  service  center.  This on-line
diagnostic  capability  allows  the  Company to provide  real-time  service  and
support to its customers.

                                       5
<PAGE>

     Blister  Packaging  Systems.  Blister  packaging  is  a  common  method  of
displaying  consumer products for sale in hardware stores,  convenience  stores,
warehouse stores, drug stores and similar retail outlets. Batteries,  cosmetics,
hardware items, electrical components, razor blades and toys are among the large
variety of products sold in a clear plastic  blister or two-sided  package.  The
Company  designs  and  manufactures  machinery  marketed  under the brand  names
Sencorp(R) and Armac(TM),  which performs  blister  packaging by  heat-sealing a
clear  plastic  bubble,  or  blister,  onto  coated  paperboard,  or by  sealing
two-sided packages using heat or microwave technology.

     The Company's blister packaging systems are primarily sold to manufacturers
of  the  end  products.   These   customers,   with  higher  volume   production
requirements,  may use a  thermoformer  in-line  with a  blister  sealer to form
blisters,  insert their product and seal the package in one continuous  process,
referred to as a form/fill/seal  configuration.  Customers having relatively low
volume  production  often use a  stand-alone  blister  sealing  machine  to seal
products in a package using blisters purchased from a custom former.

     Extruders.  An  extrusion  process  is used to  convert  plastic  resin and
additives into a continuous melt and to force such melt through a die to produce
a desired shape that is then cooled.  Marketed under the brand name  Sencorp(R),
the  Company's  foam  extruders  are used to produce  products  such as building
insulation,  display board,  meat trays,  bottle wrap protection  labels and egg
cartons.  The Company's  foam  extruders are  primarily  sold to large  plastics
companies that use the machines to create end products and sheet  products.  The
Company also  manufactures  reclaim extruders which process a variety of plastic
materials from ground form to finished pellet form.

     Rotary Presses.  The Company is the largest U.S.  designer and manufacturer
of rotary tablet presses.  The Company designs and  manufactures  rotary presses
used by customers in the airbag,  candy,  food  supplement,  ceramic,  ordnance,
specialty chemical, and pharmaceutical  industries to produce tablets.  Marketed
under the brand name  Stokes(TM),  the Company's line of rotary presses includes
machines  capable of  producing  17,000  tablets  per minute and other  machines
capable  of  applying  up to 40  tons  of  pressure.  Products  produced  on the
Company's rotary presses include Lifesavers(R), and Breathsavers(R) brand mints,
Centrum(R) brand vitamins and inflation pellets for automotive airbags.

     The Company has an agreement with Horn & Noack Pharmatechnick GmbH, for the
purpose of licensing German rotary press technology  designed  primarily for the
pharmaceutical  and  nutritional  markets.  The agreement  gives the Company the
exclusive  right to  manufacture  and  market  this press  technology  under the
Stokes(TM)  brand name in North and Central America and  non-exclusively  in the
rest of the world, excluding Europe. The Company is marketing the pharmaceutical
press through DT  Packaging,  a leader in  pharmaceutical  filling and packaging
systems.

     Packaging  Systems.  The Company  designs,  manufactures  and distributes a
complete line of products utilized for packaging, liquid filling or tube filling
applications.  The equipment  manufactured by the Company, which includes bottle
unscramblers,  slat counters,  electronic counters,  liquid fillers,  cottoners,
cappers and  labelers,  collators  and  cartoners,  can be sold as an integrated
system or individual units. These machines are marketed under the brand names of
Kalish(TM),  Lakso(R),  Merrill(R) and Swiftpack(TM) and are primarily delivered
to  customers  in the  pharmaceutical,  nutritional,  food,  cosmetic,  toy  and
chemical industries.

     The Company  benefits  from a  substantial  installed  base of Lakso(R) and
Merrill(R)  slat  counters  in the  aftermarket  sale of  slats.  Slat  counting
machines  use a set of slats to meter the number of tablets  or  capsules  to be
inserted  into  bottles.  Each  size or shape of tablet or  capsule  requires  a
different set of slats. In addition, the practice in the pharmaceutical industry
is to use a different set of slats for each product, even if the tablets are the
same size.

     Laboratory Machines, Tooling, Parts and Accessories. The Company produces a
line of small scale blister sealers and a line of tablet pressing equipment used
to test new materials and techniques,  for quality control,  laboratory or other
small run uses. The Company also sells parts and accessories for its proprietary
machines.  In addition,  the Company  designs and builds  special tools and dies
used in custom  applications of its  thermoforming  systems,  rotary presses and
slat counters.

                                       6
<PAGE>

     COMPONENTS.  The Company's Components segment produces custom and precision
components  for the  heavy  trucking,  agricultural  equipment,  appliance,  and
electrical industries. Sales from Components accounted for approximately 9%, 12%
and 18% of consolidated net sales for fiscal 1998, 1997 and 1996,  respectively.
The  Company  completed  the  sale of  substantially  all of the  assets  of its
Knitting Elements division in May 1998 for $9.4 million.

     Custom Stamping and  Fabrication.  The Company  produces  precision-stamped
steel and aluminum  components through its stamping and fabrication  operations.
The Company's  stamping presses range in size from 32 tons to 1,500 tons, giving
the Company the flexibility to stamp flat rolled metal ranging in thickness from
 .015 inches to .750 inches.  Certain of the  Company's  presses can  accommodate
dies up to 190  inches in length to  perform  several  stamping  functions  in a
single press.

     Through its Special Machines segment,  the Company  possesses  considerable
expertise in the design, engineering and production of precision tools and dies.
The Company  produces  tools and dies for use in its own  blanking  and stamping
operations  as well as for  sale to  other  industrial  customers.  The  Company
believes  its  tool  and die  design  and  engineering  capabilities  give it an
important competitive advantage in its Components segment.


MARKETING AND DISTRIBUTION

     SPECIAL  MACHINES.  The  Company's  special  machines  and systems are sold
primarily  through the Company's  approximately 75 person direct sales force and
to a lesser extent through  manufacturers'  representatives and agents. Sales of
special machines and integrated systems require the Company's sales personnel to
have a high  degree  of  technical  expertise  and  extensive  knowledge  of the
industry  served.  The Company's  sales force  consists of  specialists  in each
primary market in which the Company's  special machines are sold. Each operating
unit  has  a  sales  force   experienced  in  the  marketing  of  the  equipment
historically  produced by each respective  business.  The Company  believes that
cross-selling  among the members of the Special Machines segment and integration
of proprietary  technology and custom equipment into total production automation
systems  for  selected  industries  provide  the  Company  with  expanded  sales
opportunities.

     The Company's  special  machines are sold throughout the world by more than
80 manufacturers'  representatives and sales agents in nearly 50 countries.  The
Company has sales and service  offices in China,  Canada,  England and  Germany.
International  sales  continue to grow as the business  grows and more resources
are focused in the international  arena.  International sales were approximately
35% of  consolidated  net  sales  for  fiscal  1998  compared  to 30% and 22% of
consolidated net sales in fiscal 1997 and fiscal 1996, respectively.

     COMPONENTS.  The  Company's  custom  stamping  products  are  sold  by  the
Company's direct sales force.


MANUFACTURING AND RAW MATERIALS

     SPECIAL MACHINES  SEGMENT.  The principal raw materials and components used
in the  manufacturing  of the Company's  special  machines include carbon steel,
stainless  steel,  aluminum,   electronic  components,  pumps  and  compressors,
programmable logic controls, hydraulic components,  conveyor systems, visual and
mechanical sensors,  precision bearings and lasers. The Company is not dependent
upon any one supplier for raw materials or components used in the manufacture of
special machines. Certain customers specify sole source suppliers for components
of  custom  machines  or  systems.  The  Company  believes  there  are  adequate
alternative  sources of raw materials and components of sufficient  quantity and
quality.

     DT AUTOMATION. Integrated systems to assemble and test various products are
designed and manufactured at the Company's facilities in Illinois, Michigan, New
York,  Ohio,  Pennsylvania,  the United Kingdom and Germany where  manufacturing
activity primarily consists of fabrication and assembly and, to a lesser extent,
machining.  The facilities in Missouri  house the  machining,  assembly and test
operations  primarily used in the manufacture of tools and dies,  custom special
machines,  thermoforming  and certain other  integrated  systems.  Facilities in
Michigan   and   the   United   Kingdom   manufacture   the   material  handling

                                       7
<PAGE>

systems.  Another  facility in Michigan houses the machining,  assembly and test
operations used in the manufacture of resistance  welding equipment and systems.
A  number  of  manufacturing  technologies  are  employed  at  these  facilities
including:   fabrication  of  stainless  steel,  direct  numerically  controlled
machinery, computer generated surface modeling of contoured components and fully
networked CAD/CAM capabilities.

     DT PACKAGING.  Special machines,  integrated  systems and related parts for
the Company's  tablet  packaging and  liquid-filling  equipment are designed and
assembled at the Company's facilities in Massachusetts, Illinois, Canada and the
United  Kingdom  from  components  made  to  the  Company's   specifications  by
unaffiliated   vendors.   Rotary  presses  and  related  replacement  parts  are
manufactured  and are assembled at the Company's  facilities in Pennsylvania and
Kentucky.  Special  machines and integrated  systems for the plastics  packaging
industry are primarily manufactured at the two Company manufacturing  facilities
in Massachusetts which include machining, fabrication and assembly.

     COMPONENTS  SEGMENT.  The  principal  raw  materials  used in the Company's
components  manufacturing  processes include carbon steel,  aluminum,  stainless
steel,  copper  and  other  metals in coil or sheet  form.  The  Company  is not
dependent upon any one supplier for raw materials used in the manufacture of its
metal products.  The Company believes there are adequate  alternative sources of
raw materials of sufficient quantity and quality.

     The Company's components  manufacturing operations are primarily located at
the  Company's  facilities  in Missouri.  Operations  conducted at that facility
include  blanking,  heavy and precision  stamping using precision  single stage,
progressive and transfer dies, cutting,  punching,  forming, welding,  cleaning,
bonderizing  and  painting.  The  Company  utilizes a  Metalsoft(R)  FabriVision
optical scanning system for prototyping and quality control.


FINANCIAL  INFORMATOIN  RELATING TO  BUSINESS  SEGMENTS,  FOREIGN  AND  DOMESTIC
OPERATIONS AND EXPORT SALES

     The Company operates  predominantly in the business segments  classified as
Special  Machines and  Components.  During fiscal 1998, the  Components  segment
became less  significant  to the  Company as a whole.  The  Company's  principal
foreign  operations  consist of manufacturing,  sales and service  operations in
Canada,  the United  Kingdom  and  Germany.  For certain  financial  information
concerning the Company's business segments,  foreign and domestic operations and
export sales, see Note 15 of the Notes to Consolidated  Financial  Statements in
the Company's  Annual Report to  Shareholders,  which is incorporated  herein by
reference.


CUSTOMERS

     The majority of the Company's sales is  attributable  to repeat  customers,
some of which have been customers of the Company or its acquired  businesses for
over twenty years.  The Company  believes such repeat  business is indicative of
the Company's engineering capabilities,  the quality of its products and overall
customer satisfaction.

     Hewlett-Packard  Company,  a customer  of the  Company's  Special  Machines
segment,  accounted  for over 10% of the  Company's  consolidated  net  sales in
fiscal 1998.  Hewlett-Packard  Company and Ford Motor Company,  customers of the
Company's Special Machines segment, each accounted for over 10% of the Company's
consolidated  net sales in fiscal 1997.  The Goodyear Tire & Rubber  Company,  a
customer of the Company's  Special Machines  segment,  accounted for over 10% of
the Company's  consolidated net sales in fiscal 1996. The Company's five largest
customers  during fiscal 1998 accounted for  approximately  35% of the Company's
consolidated net sales.

     Certain  purchasers  of the  Company's  special  machines  make advance and
progress payments to the Company in connection with the manufacture of machinery
and  systems.  Sales of the  Company's  components  are  typically  made without
advance or progress payments.

                                       8
<PAGE>

BACKLOG

     The Company's  backlog is based upon customer  purchase  orders the Company
believes are firm. As of June 28, 1998, the Company had $224.8 million of orders
in backlog,  which compares to a backlog of  approximately  $175.5 million as of
June 29, 1997.  The  acquisition  of ATT  increased the backlog $69.3 million at
June 28, 1998 in  comparison  to June 29,  1997.  Excluding  the effect of these
acquisitions,  backlog  would  have been  $155.5  million  at June 28,  1998,  a
decrease of $20.0 million, or 11.4%, from a year ago.

     The backlog for the  Special  Machines  segment at June 28, 1998 was $219.2
million,  an increase of $51.2 million from a year ago.  Excluding the effect of
acquisitions,  the Special Machines backlog decreased $18.7 million. The Special
Machines backlog reflects the drop in orders with certain electronics customers.
Backlog for the Components segment was $5.6 million at June 28, 1998, a decrease
of $1.9 million,  or 25.3%,  from the $7.5 million backlog a year ago. The lower
Components  segment backlog is a result of the Company's  efforts to discontinue
production  of various low margin  parts  coupled  with the sale of the Knitting
Elements Division.

     The level of backlog at any particular time is not  necessarily  indicative
of the  future  operating  performance  of the  Company.  Additionally,  certain
purchase orders are subject to  cancellation by the customer upon  notification.
Certain  orders are also  subject to delays in  completion  and  shipment at the
request of the customer.  The Company believes most of the orders in the backlog
will be recognized as sales during fiscal 1999.


COMPETITION

     The market for the Company's special machines is highly competitive, with a
large number of companies advertising the sale of production machines.  However,
the market for special  machines is fragmented and  characterized by a number of
industry niches in which few manufacturers  compete.  The market for products by
the Components segment is also highly regionally competitive and fragmented. The
Company's  competitors  vary in size and resources;  most are smaller  privately
held companies or  subsidiaries  of larger  companies,  some of which are larger
than the Company;  and none competes with the Company in all product  lines.  In
addition,  the Company may encounter  competition from new market entrants.  The
Company  believes  that the  principal  competitive  factors  in the sale of the
Company's special machines are quality, technology,  on-time delivery, price and
service. The Company believes that the principal competitive factors in the sale
of the Company's components are price, technical capability, quality and on-time
delivery.  The Company believes that it competes  favorably with respect to each
of these factors.


ENGINEERING; RESEARCH AND DEVELOPMENT

     The Company maintains  engineering  departments at all of its manufacturing
locations.  The  Company  employs  more than 550 people with  experience  in the
design of production equipment.  In addition to design work relating to specific
customer  projects,  the  Company's  engineers  develop new products and product
improvements designed to address the needs of the Company's target market niches
and to enhance the reliability,  efficiency, ease of operation and safety of its
proprietary machines.


TRADEMARKS AND PATENTS

     The  Company   owns  and   maintains   the   registered   U.S.   trademarks
AssemblyFlex(R), Lakso(R), Merrill(R), Mid-West(R) and Sencorp(R). Registrations
for Company  trademarks  are also owned and  maintained in countries  where such
products are sold and such  registrations  are considered  necessary to preserve
the Company's proprietary rights therein.

     The  Company  also  has  the  rights  to use  the  unregistered  trademarks
Armac(TM),  F.A.S.T.(TM),  Hartridge(TM),  Kalish(TM),  Peer(TM), Stokes(TM) and
Swiftpack(TM).  All of the trademarks  listed above are used in connection  with
the machines and systems marketed by the Special Machines Segment.

                                       9
<PAGE>

     The Company  applies for and maintains  patents where the Company  believes
such patents are necessary to maintain the Company's interest in its inventions.
The  Company  does not  believe  that any  single  patent or group of patents is
material to either its Special Machines business or its Components business, nor
does it believe that the  expiration  of any one or a group of its patents would
have a material adverse effect upon its business or ability to compete in either
line of business.  The Company  believes that its existing  patent and trademark
protection,  however,  provides it with a modest  competitive  advantage  in the
marketing and sale of its proprietary products.


ENVIRONMENTAL AND SAFETY REGULATION

     The Company is subject to  environmental  laws and regulations  that impose
limitations on the discharge of pollutants  into the  environment  and establish
standards for the treatment, storage and disposal of toxic and hazardous wastes.
The Company is also  subject to the federal  Occupational  Safety and Health Act
and other  state  statutes.  Except for costs  incurred in  connection  with the
environmental cleanup of its property in Lebanon,  Missouri, which was completed
in October  1995,  costs of  compliance  with  environmental,  health and safety
requirements have not been material to the Company.

     The  Company  believes  it is in material  compliance  with all  applicable
environmental and safety laws and regulations.


EMPLOYEES

     At the end of August 1998, the Company had  approximately  3,100 employees,
including those employed by Scheu & Kniss.  None of the Company's  employees are
covered under collective bargaining agreements.  The Company has not experienced
any work  stoppages  in the last five years and  considers  its  relations  with
employees to be good.

                                       10
<PAGE>

ITEM 2.   PROPERTIES

     The  Company's  administrative  headquarters  are  located in  Springfield,
Missouri.  Set forth below is certain  information with respect to the Company's
manufacturing facilities.
<TABLE>
<CAPTION>
                                     Square
                                    Footage         Owned/
           Location              (approximate)      Leased      Lease Expiration                 Products
           --------              -------------      ------      ----------------                 --------
<S>                              <C>                <C>         <C>                       <C>
Special Machines Segment

DT Automation:

   Lebanon, Missouri                300,000         Owned                                 Special machines, integrated
                                                                                          systems, tools and dies

   Buffalo Grove, Illinois          205,000         Leased      July 31, 2003(1)          Integrated precision assembly
                                     63,000         Leased      July 31, 2003(1)          systems
                                     20,000         Leased      February 28, 2000(2)

   Buckingham, England and          150,000         Owned                                 Integrated assembly and testing
      Gawcott, England               40,000         Owned                                 systems

   Dayton, Ohio                     160,000         Leased      July 1, 2016(3)           Integrated assembly and testing
                                                                                          systems

   Rochester, New York               87,000         Leased      Sept. 30, 2006(3)         Integrated precision assembly
                                     26,000         Leased      July 31, 2002(3)          systems

   Livonia, Michigan                 86,000         Leased      July 1, 2000(4)           Integrated assembly and testing
                                     20,000         Leased      June 30, 2000(4)          systems

   Saginaw, Michigan                 83,000         Owned                                 Integrated assembly and testing
                                                                                          systems

   Benton Harbor, Michigan           70,500         Owned                                 Resistance and arc welding
                                                                                          equipment and systems

   Erie, Pennsylvania                56,000         Owned                                 High-speed assembly systems

   Koblenz, Germany                   9,000         Leased      Dec. 31, 1998(5)          Integrated assembly and testing
                                                                                          systems

DT Packaging:

   Hyannis, Massachusetts &          98,000         Owned(6)                              Plastics processing and packaging
      Fall River, Massachusetts      37,000         Leased      Jan. 31, 2000(1)          equipment

   Montreal, Quebec                  81,000         Leased      Aug. 14, 2017             Tablet packaging, liquid filling
                                                                                          and tube filling equipment and
                                                                                          systems

   Leominster, Massachusetts         60,000         Owned                                 Tablet packaging equipment and
                                                                                          systems

   Louisville, Kentucky              55,000         Owned(7)                              Tablet press parts and rebuild
                                                                                          services

   Bristol, Pennsylvania             43,000         Leased      May 31, 2000(1)           Rotary presses

   Niles, Illinois                   30,000         Leased      July 16, 2000(9)          Tablet counters

   Alcester, England                 22,000         Owned                                 Electronic counters

Components Segment

   Lebanon, Missouri                200,000(8)      Owned                                 Metal products
</TABLE>
(1)  The Company has an option to renew such lease for one additional  five-year
     term.
(2)  The  Company has an option to renew such lease for one  additional  term of
     three years.
(3)  The Company has an option to renew such lease for two  additional  terms of
     five years.
(4)  The Company has an option to renew such lease for one  additional  two-year
     term.
(5)  The Company has  negotiated a new lease for a 33,000  square foot  facility
     currently under construction scheduled to be complete in October of 1998.
(6)  This facility was purchased in July 1998.
(7)  This facility was acquired in August 1998 through the  acquisition of Scheu
     & Kniss.
(8)  Facility consists of two adjacent buildings of approximately 171,000 square
     feet and 29,000 square feet, respectively. (9) The Company has an option to
     renew such lease for an additional  two-year  term and a second  additional
     five-year term.

                                       11
<PAGE>

     The Company also leases other office,  warehouse and service  facilities in
Missouri, New Jersey, Canada, the United Kingdom, Germany and China. The Company
anticipates no significant  difficulty in leasing  alternate space at reasonable
rates in the event of the  expiration,  cancellation  or  termination of a lease
relating to any of the Company's leased properties.

     To accommodate growth occurring at two of the Special Machines  facilities,
the Company is in the process of expanding its plastics processing and packaging
systems facility in Hyannis,  Massachusetts and its assembly and testing systems
facilities in Dayton, Ohio and Germany. Upon adding additional capacity at these
facilities,   the  Company   believes  that  its  principal   owned  and  leased
manufacturing  facilities  will have sufficient  capacity to accommodate  future
internal growth without major additional capital improvements.


ITEM 3.   LEGAL PROCEEDINGS

     Product liability claims are asserted against the Company from time to time
for various  injuries  alleged to have resulted from defects in the  manufacture
and/or design of the Company's  products.  At June 28, 1998,  there were 21 such
claims pending.  The Company does not believe that the resolution of such suits,
either individually or in the aggregate,  will have a material adverse effect on
the Company's  results of operations or financial  condition.  Product liability
claims are covered by the Company's  comprehensive  general liability  insurance
policies,  subject to certain  deductible  amounts.  The Company has established
reserves for such deductible amounts,  which it believes to be adequate based on
its  previous  claims  experience.  However,  there  can  be no  assurance  that
resolution  of product  liability  claims in the future will not have a material
adverse effect on the Company.

     In addition to product liability claims,  from time to time, the Company is
the subject of legal  proceedings,  including claims involving employee matters,
commercial  matters and similar claims.  There are no material claims  currently
pending. The Company maintains  comprehensive  general liability insurance which
it believes to be adequate for the continued operation of its business.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

          None


                          ---------------------------


                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

     Certain information contained in this report,  particularly the information
appearing  in  Items  1, 3  and 7, includes  forward-looking  statements.  These
statements  comprising all statements  herein which are not historical are based
upon the Company's  interpretation  of what it believes are significant  factors
affecting its businesses,  including many  assumptions  regarding future events,
and are made  pursuant  to the safe  harbor  provisions  of  Section  27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended.  References  to  "opportunities",  "growth  potential",
"objectives"  and  "goals",  the  words  "anticipate",   "believe",  "estimate",
"expect",  and similar  expressions  used herein  indicate such  forward-looking
statements. Actual results could differ materially from those anticipated in any
forward-looking  statements as a result of various factors,  including  economic
downturns in industries or markets served,  delays or  cancellations of customer
orders,  delays in shipping  dates of  products,  significant  cost  overruns on
certain  projects,  foreign  currency  exchange  rate  fluctuations,  delays  in
achieving  anticipated cost savings or in fully implementing  project management
systems  and  possible  future  acquisitions  that may not be  complementary  or
additive.  Additional information regarding certain important factors that could
cause  actual  results  of  operations  or  outcomes  of other  events to differ
materially from any such  forward-looking  statement  appears  elsewhere herein,
including in the text of Items 1, 3 and 7, and in particular  under the headings
"Market Risk,"  "Seasonality and  Fluctuations in Quarterly  Results," Year 2000
Compliance"  and "Cautionary Statements  Regarding  Forward-Looking  Statements"
under Item 7.

                                       12
<PAGE>

                                     PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  information  required  by this  item is set forth  under  the  caption
"Common Stock  Information"  appearing on page 40 of the Company's Annual Report
to Shareholders  for the year ended June 28, 1998 ("the Annual  Report"),  which
information is incorporated herein by reference thereto.

     The Company's  Common Stock is quoted on the Nasdaq  National  Market under
the symbol  "DTII".  As of September 14, 1998,  the number of record  holders of
common  stock was 66.  Such  record  holders  include  several  holders  who are
nominees for an undetermined  number of beneficial  owners. The Company believes
that the number of  beneficial  owners of the shares of common  stock issued and
outstanding at such date was approximately 2,700.


ITEM 6.   SELECTED FINANCIAL DATA

     The  information  required  by this  item is set forth  under the  captions
"Statement  of  Operations  Data"  and  "Balance  Sheet  Data"  on page 8 of the
Company's Annual Report,  which information is incorporated  herein by reference
thereto.


ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

     The information required by this item is set forth on pages 8 through 19 of
the  Company's  Annual  Report,  which  information  is  incorporated  herein by
reference thereto.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  information  required  by  this  item is set  forth  on page 18 of the
Company's Annual Report,  which information is incorporated  herein by reference
thereto.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements and supplementary  data required by this item are
presented under Item 14 and incorporated herein by reference thereto.


ITEM 9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

          None

                                       13
<PAGE>

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     A  definitive  proxy  statement  is being  filed  with the  Securities  and
Exchange Commission on or about September 28, 1998. The information  required by
this item is set forth  under the caption  "Election  of  Directors"  on pages 2
through  5,  under  the  caption  "Executive  Officers"  on page 8 and under the
caption "Section 16(a) Beneficial Ownership Reporting  Compliance" on page 15 of
the definitive  proxy  statement,  which  information is incorporated  herein by
reference thereto.


ITEM 11.  EXECUTIVE COMPENSATION

     The  information  required  by this  item is set forth  under  the  caption
"Executive  Compensation"  on  pages  9  through  14  of  the  definitive  proxy
statement, which information is incorporated herein by reference thereto.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required  by this  item is set forth  under  the  caption
"Security  Ownership of Certain  Beneficial  Owners and  Management"  on pages 6
through 7 of the definitive proxy statement,  which  information is incorporated
herein by reference thereto.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required  by this  item is set forth  under  the  caption
"Certain  Transactions"  on page 15 of the  definitive  proxy  statement,  which
information is incorporated herein by reference thereto.

                                       14
<PAGE>

                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

1.        Financial Statements

          The following consolidated financial statements of the Company and its
          subsidiaries, included on pages 21 to 39 in the Annual Report, and the
          report of independent  accountants on page 20 of the Annual Report are
          incorporated herein by reference thereto:

               Consolidated Balance Sheets as of June 28, 1998 and June 29, 1997

               Consolidated  Statement of Operations  for the Fiscal Years Ended
               June 28, 1998, June 29, 1997 and June 30, 1996

               Consolidated Statement of Changes in Stockholders' Equity for the
               Fiscal Years Ended June 28, 1998, June 29, 1997 and June 30, 1996

               Consolidated  Statement  of Cash Flows for the Fiscal Years Ended
               June 28, 1998, June 29, 1997 and June 30, 1996

               Notes to Consolidated Financial Statements


2.        Financial Statement Schedule

               Report of Independent Accountants on Financial 
               Statement Schedule                                            S-1

               Schedule VIII Valuation and Qualifying  Accounts 
               and Reserves for the Fiscal Years Ended June 28, 
               1998, June 29, 1997 and June 30, 1996                         S-2

          All other schedules are omitted because they are not applicable or the
          required  information  is shown in the  financial  statements or notes
          thereto.


3.        Exhibits

          The exhibits listed on the accompanying Index to Exhibits are filed as
          part of this Report.


4.        Reports on Form 8-K

          On May 8,  1998,  a Current  Report  on Form 8-K was filed to  report,
          pursuant to Item 5 thereof, the completion of the sale of the Knitting
          Elements  division for  approximately  $9.4 million.  The Company also
          reported,  pursuant to item 5 thereof, the release of its earnings for
          the three and nine month periods ended March 29, 1998.

          On May 21,  1998,  a Current  Report on Form 8-K was filed to  report,
          pursuant  to  Item  5  thereof,  the  authorization  by the  Board  of
          Directors to  repurchase  an amount of common stock up to a total of 1
          million shares.

          On July 20,  1998,  a Current  Report on Form 8-K was filed to report,
          pursuant to Item 5 thereof, the completion of the previously announced
          repurchase of 1 million shares of common stock.

          On August 6, 1998,  a Current  Report on Form 8-K was filed to report,
          pursuant to Item 5 thereof,  the release of the Company's earnings for
          the quarter and fiscal year ended June 28, 1998.

          On August 25, 1998, a Current  Report on Form 8-K was filed to report,
          pursuant to Item 5 thereof,  the acquisition of  substantially  all of
          the net assets of Scheu & Kniss, Inc.

          On  September  1,  1998,  a  Current  Report  on Form 8-K was filed to
          report,  pursuant to Item 5 thereof, the authorization by the Board of
          Directors to repurchase up to an additional 1 million shares of common
          stock.

                                       15
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        DT INDUSTRIES, INC.

                                        By: /s/ Bruce P. Erdel
                                            ------------------------------------
                                            Bruce P. Erdel
                                            Senior Vice President - Finance 
                                            and Administration
Dated:  September 25, 1998

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on September 28, 1998.

          Signatures                          Title
          ----------                          -----

               *                   Chairman of the Board
-------------------------------
        James J. Kerley

               *                   President, Chief Executive Officer and 
-------------------------------    Director
        Stephen J. Gore            (Principal Executive Officer)

       /s/ Bruce P. Erdel          Senior Vice President - Finance and 
-------------------------------    Administration
         Bruce P. Erdel            (Principal Financial and Accounting Officer)

               *                   Director
-------------------------------
       William H.T. Bush

               *                   Director
-------------------------------
        Charles A. Dill

               *                   Director
-------------------------------
         Frank W. Jones

               *                   President - Packaging Group and Director
-------------------------------
        Graham L. Lewis

               *                   Director
-------------------------------
        Lee M. Liberman

               *                   President - Automation Group and Director
-------------------------------
         John F. Logan

               *                   Director
-------------------------------
        Charles Pollnow


*By:   /s/ Bruce P. Erdel
     --------------------------
           Bruce P. Erdel
           Attorney-In-Fact

--------------------------
*   Such signature has been affixed pursuant to the following Power of Attorney.

                                       16
<PAGE>

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints each of Stephen J. Gore and Bruce P. Erdel as his
true  and  lawful   attorney-in-fact   and  agent,   each  with  full  power  of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign the 1998 Annual Report on Form 10-K of DT Industries,  Inc.,
and to file  the  same  with  all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
each said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite and ratifying  and  confirming  all that
each  said  attorney-in-fact  and agent or his  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.


<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULES


To the Board of Directors and Stockholders of 
DT Industries, Inc.


     Our audits of the consolidated financial statements of DT Industries,  Inc.
and its subsidiaries,  referred to in our report dated August 5, 1998, appearing
on page 20 of the fiscal 1998 Annual Report to  Shareholders  of DT  Industries,
Inc. (which report and  consolidated  financial  statements are  incorporated by
reference  in this Annual  Report on Form 10-K),  also  included an audit of the
Financial  Statement  Schedule of DT Industries,  Inc. listed at item 14 of this
Form 10-K. In our opinion,  the Financial Statement Schedule presents fairly, in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related consolidated financial statements.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

St. Louis, Missouri
August 5, 1998




                                      S-1
<PAGE>

                               DT INDUSTRIES, INC.

                                  SCHEDULE VIII
            Rule 12-09 Valuation and Qualifying Accounts and Reserves
                                 (In thousands)

<TABLE>
<CAPTION>
           Column A                 Column B         Column C         Column D         Column E        Column F        Column G

                                   Balance at       Charged to       Charged to                        Purchase       Balance at
         Valuation and             Beginning        Costs and          Other                            of Net          End of
       Reserve Accounts            of Period         Expenses         Accounts        Deductions        Assets          Period
<S>                                <C>              <C>               <C>             <C>              <C>            <C>

                     FOR THE FISCAL YEAR ENDED JUNE 28, 1998

Deferred Tax Assets Valuation
   Allowance                        $ 1,029                                           ($    31)                        $   998

Accounts Receivable Reserve         $ 1,849          $   624           $     0        ($   461)         $   130(1)     $ 2,142

(1)  Reflects net increase to Accounts Receivable Reserves due to acquisition of
     ATT and decrease due to Knitting Elements sale.


                     FOR THE FISCAL YEAR ENDED JUNE 29, 1997

Deferred Tax Assets Valuation
   Allowance                        $ 1,029                                                                            $ 1,029

Accounts Receivable Reserve         $ 1,294          $   356           $     0        ($   373)         $   572(1)     $ 1,849

(1)  Reflects net increase to Accounts Receivable Reserves due to acquisition of
     Mid-West and Hansford.


                     FOR THE FISCAL YEAR ENDED JUNE 30, 1996

Deferred Tax Assets Valuation
   Allowance                        $ 1,029                                                                            $ 1,029

Accounts Receivable Reserve         $   751          $   167           $     0        ($   189)         $   565(1)     $ 1,294

(1)  Reflects net increase to Accounts Receivable Reserves due to acquisition of
     Kalish, Arrow and AMI.
</TABLE>



                                       S-2
<PAGE>

                                INDEX TO EXHIBITS


Exhibit No.    Description
-----------    -----------

    3.1        Restated  Certificate of Incorporation  of the Registrant  (filed
               with  the  Commission  as  Exhibit  3.1  to  the  Company's  1994
               Registration  Statement on Form S-1  Registration  No.  33-75174,
               filed with the  Commission  on February 11,  1994,  as amended on
               March  22,   1994  (the  "1994   Registration   Statement")   and
               incorporated herein by reference thereto)

    3.2        Certificate of Amendment of Restated Certificate of Incorporation
               of the Company  dated  November  11, 1996 (filed as Exhibit 99 to
               the  Company's  Report on Form 8-K dated  November 11, 1996 filed
               with the Commission on November 21, 1996 and incorporated  herein
               by reference thereto)

    3.3        Amended  By-Laws of the  Registrant  (filed as Exhibit 3.2 to the
               1994 Registration  Statement and incorporated herein by reference
               thereto)

    4.1        Rights   Agreement  dated  as  of  August  18,  1997  between  DT
               Industries, Inc. and ChaseMellon Shareholder Services, L.L.C., as
               Rights Agent (filed as Exhibit 1 to the Company's  Form 8-K dated
               August 18, 1997, filed with the Commission on August 19, 1997 and
               incorporated herein by reference  thereto).  The Rights Agreement
               includes as Exhibit A thereto the  Certificate  of  Designations,
               Preferences  and  Rights  of  Series  A  Preferred  Stock  of  DT
               Industries,  Inc.,  as  Exhibit  B  thereto  the  Form of  Rights
               Certificate  and as  Exhibit C thereto  the  Summary of Rights to
               Purchase Series A Preferred Stock.

   10.1*       Purchase and Stockholder Agreement,  dated September 30, 1993, by
               and between Detroit Tool and  Engineering  Company and Stephen J.
               Gore (filed as Exhibit  10.1 to the 1994  Registration  Statement
               and incorporated herein by reference thereto)

   10.2*       Stock Pledge Agreement,  dated September 30, 1993, by and between
               Stephen J. Gore and Detroit Tool and  Engineering  Company (filed
               as  Exhibit  10.2  to  the  1994   Registration   Statement   and
               incorporated herein by reference thereto)

   10.3*       $84,600  Promissory Note, dated September 30, 1993, by Stephen J.
               Gore to Detroit Tool and  Engineering  Company  (filed as Exhibit
               10.3 to the 1994 Registration  Statement and incorporated  herein
               by reference thereto)

   10.4*       Letter Agreement, dated September 30, 1993, by Stephen J. Gore to
               Detroit Tool and  Engineering  Company  (filed as Exhibit 10.4 to
               the  1994  Registration  Statement  and  incorporated  herein  by
               reference thereto)

   10.5*       Employment  Agreement,  dated  September 19, 1990, by and between
               Detroit  Tool Group,  Inc.  and Stephen J. Gore (filed as Exhibit
               10.5 to the 1994 Registration  Statement and incorporated  herein
               by reference thereto)

   10.6*       Amendment to Promissory  Note and Stock Pledge  Agreement,  dated
               March 16, 1994, by and among DT Industries, Inc., Peer Investors,
               L.P.  and  Stephen  J. Gore  (filed as  Exhibit  10.6 to the 1994
               Registration  Statement  and  incorporated  herein  by  reference
               thereto)

   10.7*       DT Industries,  Inc. Employee Stock Option Plan (filed as Exhibit
               10.21 to the 1994 Registration  Statement and incorporated herein
               by reference thereto)

   10.8*       DT  Industries,  Inc. 1994 Directors  Non-Qualified  Stock Option
               Plan (filed as Exhibit 10.22 to the 1994  Registration  Statement
               and incorporated herein by reference thereto)

--------------------
*  Management contract or compensatory plan or arrangement.


<PAGE>

   10.9        Asset  Purchase  Agreement,  dated as of August 28, 1995,  by and
               among H.G. Kalish,  Inc., Kalish Machinery Ltd., Graham Lewis and
               Kalish Canada Inc. (filed as Exhibit 2.1 to the Company's  Report
               on Form 8-K dated  August 28, 1995 filed with the  Commission  on
               September 11, 1995 and incorporated herein by reference thereto)

   10.10       Agreement  of  Lease,   dated  April  30,  1997,  between  Teecan
               Properties Inc. and Kalish Canada Inc. (filed as Exhibit 10.15 to
               the  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended June 29, 1997 filed with the  Commission  on September  29,
               1997 (the  "1997  10-K")  and  incorporated  herein by  reference
               thereto)

   10.11       Lease  Agreement,  dated  February  7,  1995,  between  Lanard  &
               Axibund, Inc., as agent, I-95 Business Center at Keystone Park-1,
               as lessor,  and  Stokes-Merrill  Corporation  as lessee (filed as
               Exhibit 10.46 to the Company's Annual Report on Form 10-K for the
               fiscal  year ended June 25,  1995  filed with the  Commission  on
               September 22, 1995 (the "1995  10-K") and incorporated  herein by
               reference thereto)

   10.12*      Purchase and Stockholder  Agreement,  dated November 30, 1993, by
               and between  Detroit  Tool and  Engineering  Company and Bruce P.
               Erdel (filed as Exhibit 10.55 to the  Company's  Annual Report on
               Form 10-K for the fiscal  year ended June 26, 1994 filed with the
               Commission   on   September   23,  1994  (the  "1994  10-K")  and
               incorporated herein by reference thereto)

   10.13*      Stock Pledge  Agreement,  dated November 30, 1993, by and between
               Bruce P. Erdel and Detroit Tool and Engineering Company (filed as
               Exhibit  No.  10.56 to the 1994 10-K and  incorporated  herein by
               reference thereto)

   10.14*      $33,300  Promissory  Note,  dated  November 30, 1993, by Bruce P.
               Erdel to Detroit Tool and  Engineering  Company (filed as Exhibit
               No. 10.57 to the 1994 10-K and  incorporated  herein by reference
               thereto)

   10.15*      Letter  Agreement,  dated November 30, 1993, by and between Bruce
               P.  Erdel and  Detroit  Tool and  Engineering  Company  (filed as
               Exhibit  No.  10.58 to the 1994 10-K and  incorporated  herein by
               reference thereto)

   10.16*      Amendment to Promissory  Note and Stock Pledge  Agreement,  dated
               March 16, 1994, by and among DT Industries, Inc., Peer Investors,
               L.P.  and Bruce P. Erdel  (filed as Exhibit No. 10.59 to the 1994
               10-K and incorporated herein by reference thereto)

   10.17       Agreement  relating to the sale and  purchase of 76,000  Ordinary
               Shares of (pound)1 each in the capital of Swiftpack,  dated as of
               November  23, 1995 by and among Peter  Harris and Others and DTUK
               and the Company (filed as Exhibit 2.1 to the Company's  Report on
               Form 8-K dated  November  23, 1995 filed with the  Commission  on
               December 7, 1995 and incorporated herein by reference thereto)

   10.18       Agreement  and Plan of Merger,  dated July 19, 1996, by and among
               Automation Acquisition Corporation, DT Industries, Inc., Mid-West
               Automation Enterprises,  Inc. and the Stockholders listed therein
               (filed as Exhibit 2.1 to the  Company's  Report on Form 8-K dated
               July 19,  1996  filed with the  Commission  on August 5, 1996 and
               incorporated herein by reference thereto)

   10.19       Indemnification and Escrow Agreement,  dated as of July 19, 1996,
               by  and  among  Mid-West   Automation   Enterprises,   Inc.,  the
               stockholders listed therein, and LaSalle National Trust, N.A., as
               Escrow  Agent  (filed as Exhibit 2.2 to the  Company's  Report on
               Form 8-K dated July 19, 1996 filed with the  Commission on August
               5, 1996 and incorporated herein by reference thereto)

--------------------
*  Management contract or compensatory plan or arrangement.


<PAGE>

   10.20       Fourth Amended and Restated Credit  Facilities  Agreement,  dated
               July 21, 1997, among  NationsBank,  N.A.  (successor by merger to
               The  Boatmen's  National Bank of St. Louis) and any other persons
               who become lenders as provided  therein and DT  Industries,  Inc.
               and the other  borrowers  listed on the  signature  pages thereof
               (filed as Exhibit 10.31 to the 1997 10-K and incorporated  herein
               by reference thereto)

   10.21       First Amendment to Fourth Amended and Restated Credit  Facilities
               Agreement,  dated as of December 31, 1997,  among  Nations  Bank,
               N.A., as  Administrative  Agent,  and Nations Bank,  N.A. and the
               other  Lenders  listed  therein and DT  Industries,  Inc. and the
               other  Borrowers  listed  therein  (filed  as  Exhibit  10 to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               March 29,  1998 filed  with the  Commission  on May 12,  1998 and
               incorporated herein by reference thereto)

   10.22       Second Amendment to Fourth Amended and Restated Credit Facilities
               Agreement,  dated as of April 30, 1998, among Nations Bank, N.A.,
               as  Administrative  Agent,  and Nations Bank,  N.A. and the other
               Lenders  listed  therein and DT  Industries,  Inc.  and the other
               Borrowers listed therein.

   10.23       Third Amendment to Fourth Amended and Restated Credit  Facilities
               Agreement, dated as of August 26, 1998, among Nations Bank, N.A.,
               as  Administrative  Agent,  and Nations Bank,  N.A. and the other
               Lenders  listed  therein and DT  Industries,  Inc.  and the other
               Borrowers listed therein.

   10.24       Lease  dated as of  February  20,  1996 by and  between  CityWide
               Development  Corporation and Advanced Assembly  Automation,  Inc.
               (filed as Exhibit 10 to the  Company's  Quarterly  Report on Form
               10-Q  for the  quarter  ended  March  24,  1996  filed  with  the
               Commission  on May 3, 1996 and  incorporated  herein by reference
               thereto)

   10.25       Single-Tenant  Industrial  Business  Lease  dated July 19,  1996,
               between American  National Bank and Trust Company of Chicago,  as
               Trustee under Trust No. 63442,  Landlord, and Mid-West Automation
               Enterprises,   Inc.,   an  Illinois   corporation   and  Mid-West
               Automation Systems, Inc., an Illinois corporation,  collectively,
               Tenant (filed as Exhibit No. 10.58 to the Company's Annual Report
               on Form 10-K for the fiscal  year ended June 30,  1996 filed with
               the  Commission  on  September  30,  1996 (the  "1996  10-K") and
               incorporated herein by reference thereto)

   10.26*      DT Industries, Inc. Amendment to 1994 Employee Stock Option Plan,
               adopted May 16, 1996 (filed as Exhibit 10.59 to the 1996 10-K and
               incorporated herein by reference thereto)

   10.27*      DT  Industries,  Inc.  Second  Amendment to 1994  Employee  Stock
               Option, adopted September 18, 1996 (filed as Exhibit 10.60 to the
               1996 10-K and incorporated herein by reference thereto)

   10.28*      DT  Industries,  Inc.  1996  Long-Term  Incentive  Plan (filed as
               Exhibit  No.  10.61 to the 1996 10-K and  incorporated  herein by
               reference thereto)

   10.29*      Employment and Noncompetition  Agreement,  dated August 28, 1995,
               between Kalish Canada Inc. and Graham Lewis (filed as Exhibit No.
               10.37  to the 1997  10-K and  incorporated  herein  by  reference
               thereto)

   10.30*      Employment and Noncompetition Agreement, dated February 26, 1997,
               between  DT  Industries,  Inc.  and Eugene R.  Haffely  (filed as
               Exhibit  No.  10.38 to the 1997 10-K and  incorporated  herein by
               reference thereto)

   10.31       Agreement  and Plan of Merger dated  September  23, 1996,  by and
               among H022  Corporation,  a New York Corporation (the Buyer),  DT
               Industries,  Inc., Hansford Manufacturing Corporation, a New York
               Corporation and the Stockholder  listed therein (filed as Exhibit
               10.1 to the  Company's  Quarterly  Report  on Form  10-Q  for the
               quarter  ended  September  29, 1996 filed with the  Commission on
               November 8, 1996 and incorporated herein by reference thereto)

--------------------
*  Management contract or compensatory plan or arrangement.


<PAGE>

   10.32       Indemnification  and  Escrow  Agreement  by  and  among  Hansford
               Manufacturing Corporation,  DT Industries,  Inc., the Stockholder
               and Manufacturers and Traders Trust Company,  a New York Bank, as
               escrow agent (filed as Exhibit  10.2 to the  Company's  Quarterly
               Report on Form 10-Q for the  quarter  ended  September  29,  1996
               filed with the  Commission  on November 8, 1996 and  incorporated
               herein by reference thereto)

   10.33       Lease  Agreement by and between Van Buren N.  Hansford,  Jr., the
               Stockholder and Landlord, and Hansford Manufacturing Corporation,
               the Tenant, dated as of September 30, 1996 (filed as Exhibit 10.3
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended September 29, 1996 filed with the Commission on November 8,
               1996 and incorporated herein by reference thereto)

   10.34       Lease Agreement dated February 11, 1997 between Kersten  Randolph
               Street Property and Mid-West Automation Enterprises,  Inc. (filed
               as Exhibit 10.2 to the  Company's  Quarterly  Report on Form 10-Q
               for the quarter ended March 30, 1997 filed with the Commission on
               May 12, 1997 and incorporated herein by reference thereto)

   10.35       Amended and  Restated  Declaration  of Trust of DT Capital  Trust
               dated as of June 1, 1997 among DT  Industries,  Inc., as Sponsor,
               the Bank of New York, as Property  Trustee,  The Bank of New York
               (Delaware),  as Delaware  Trustee,  and Stephen J. Gore, Bruce P.
               Erdel and Gregory D. Wilson, as Trustees (filed as Exhibit 4.2 to
               the Company's  Registration  Statement on Form S-3,  Registration
               No.  333-30909,  filed with the  Commission  on July 8, 1997 (the
               "1997  Registration   Statement")  and  incorporated   herein  by
               reference thereto)

   10.36       Indenture   for  the  7.16%   Convertible   Junior   Subordinated
               Deferrable  Interest Debentures Due 2012 dated as of June 1, 1997
               among DT  Industries,  Inc. and The Bank of New York,  as Trustee
               (filed as  Exhibit  4.3 to the 1997  Registration  Statement  and
               incorporated herein by reference thereto)

   10.37       Preferred  Securities  Guarantee  Agreement  dated June 12,  1997
               between DT  Industries,  Inc., as Guarantor,  and The Bank of New
               York, as Preferred Guarantee Trustee (filed as Exhibit 4.6 to the
               1997 Registration  Statement and incorporated herein by reference
               thereto)

   10.38       Umbrella Agreement relating to the Sale and Purchase of Assets of
               Lucas Assembly & Test Systems in the United Kingdom,  Germany and
               the  United  States of  America,  dated July 29,  1997  (filed as
               Exhibit  No.  10.52 to the 1997 10-K and  incorporated  herein by
               reference thereto)

   10.39       Agreement  relating to the Sale and Purchase of the United States
               Assets of Lucas Assembly & Test Systems,  dated July 29, 1997, by
               and among Lucas  Automation & Control  Engineering,  Inc.,  Lucas
               Industries  plc and Assembly  Technology & Test,  Inc.  (filed as
               Exhibit  No.  10.53 to the 1997 10-K and  incorporated  herein by
               reference thereto)

   10.40       Agreement relating to the Sale and Purchase of the English Assets
               of Lucas  Assembly & Test  Systems,  dated July 29, 1997,  by and
               among Lucas Limited,  Assembly  Technology & Test Limited,  Lucas
               Industries plc and Lucas Automation & Control Engineering Limited
               (filed as  Exhibit  No.  10.54 to the 1997 10-K and  incorporated
               herein by reference thereto)

   10.41       Agreement  relating to the Sale and Purchase of the German Assets
               of Lucas  Assembly & Test  Systems,  dated July 29, 1997,  by and
               among  Lucas  Automation  &  Control   Engineering   GmbH,  Lucas
               Industries plc and Assembly  Technologie & Automation GmbH (filed
               as Exhibit No. 10.55 to the 1997 10-K and incorporated  herein by
               reference thereto)

   10.42       Industrial  Building  Lease,  dated July 1991, by and between The
               Allen Group Inc. and Lucas Hartridge,  Inc. (filed as Exhibit No.
               10.56  to the 1997  10-K and  incorporated  herein  by  reference
               thereto)


<PAGE>

   11.0        Computation of Earnings Per Share

   13.0        Annual Report to Shareholders (portion)

   21.0        Subsidiaries of the Registrant

   23.0        Consent of PricewaterhouseCoopers LLP

   24.0        Powers of Attorney