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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 29, 1997
                                       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 15, 1997,  the  aggregate  market value of the voting stock
held by non-affiliates of the registrant was $346,298,844  (based on the closing
sales price, on such date, of $31.25 per share).

     As of September  15, 1997,  there were  11,301,875  shares of common stock,
$0.01 par value outstanding. 

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

                       DOCUMENTS INCORPORATED BY REFERENCE
          Proxy Statement Dated September 29, 1997 (portion)(Part III).
      Annual Report to Shareholders for the Fiscal Year Ended June 29, 1997
                        (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


                                     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 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.  (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  1997  consolidated  net sales of  $348.6  million.  In
addition,  the Company's  Components  business,  which produces  precision metal
components  and wear parts 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 1997.

     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  88% of the
Company's  consolidated  fiscal  1997  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 the design and manufacture of
small  to  large  automated  assembly  systems,  high-speed  precision  assembly
systems, flexible assembly systems, automated resistance and arc 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, 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.

     Components   Segment.   The  Components   segment,   which   accounted  for
approximately 12% of consolidated fiscal 1997 net sales, stamps and fabricates a
range of standard and custom metal  components for the broad range of industries
including  heavy  trucking,   agricultural   equipment,   textiles,   appliance,
recreational products, and other consumer products.

<PAGE>

     The following table summarizes all of 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, Inc.          July 1992           Designer and manufacturer of resistance 
      ("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
      Inc. ("Mid-West")                                          precision assembly systems

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

    Lucas Assembly & Test Systems            July 1997           Designer, manufacturer and integrator of
      ("LATS")                                                   automated production and testing 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 
      Machinery Company ("Lakso")                                packaging machinery, systems and related 
                                                                 parts

    Armac Industries, Ltd. ("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 
      ("Swiftpack")                                              equipment primarily for the pharmaceutical 
                                                                 market

Components Segment

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

    Fred J. Potter Co., Inc. ("Potter")      December 1992       Manufacturer of precision wear parts for
                                                                 industrial knitting machines

    Arrow Precision Elements, Inc.           September 1995      Manufacturer and distributor of a line of
      ("Arrow")                                                  knitting elements
</TABLE>

                                       2
<PAGE>

     On July 29, 1997, after the close of fiscal 1997, the Company completed the
acquisition of certain of the net assets of LATS, a division of LucasVarity  plc
of England, for approximately $49 million. LATS, which has been renamed Assembly
Technology  and Test  ("ATT"),  is a designer  and  manufacturer  of  integrated
assembly and testing  systems for automotive  OEMs and their tier-one  suppliers
with  manufacturing  facilities  in the United  States,  the United  Kingdom and
Germany.  As part of LucasVarity plc, LATS recorded sales of approximately  $112
million for the year ended January 31, 1997.

     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 Detroit Tool Metal  Products Co. 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 $396.1  million in
fiscal 1997.

     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. 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 now
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
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  three years ago,  over $70 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>

     Engineering Expertise. 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. Additionally, the custom tool and die engineering expertise
of the Company's  Special Machines segment provides the Components  segment with
the ability to offer customers complex precision stamping solutions. The Company
expects  to  continue  to  acquire  engineering  and  design  expertise  through
acquisitions and licensing arrangements.

     Manufacturing  Synergies.  The Company intends to utilize its manufacturing
capacity and engineering capabilities fully by directing work to facilities with
specific capabilities and manufacturing strengths.

     International.  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. 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
Assembly  Technology  and Test  brings  DT  Automation  a  strong  international
presence with  manufacturing  facilities in the United  Kingdom and Germany,  as
well as the United States.  International  sales accounted for approximately 30%
of consolidated net sales in fiscal 1997.


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  63%,  45% and 45% of
consolidated net sales for fiscal 1997, 1996 and 1995, 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  small to large  automated  assembly  systems,  high-speed
precision assembly systems,  flexible assembly systems and automated  resistance
and arc welding systems for the electronics,  automotive,  appliance, electrical
components, and hardware industries. The Company's expansion in providing a full
range of integrated,  automated systems has been enhanced by the acquisitions of
Mid-West  and  Hansford in fiscal 1997.  These  acquisitions  offer a variety of
precision assembly equipment to industry, utilizing proprietary modular building
blocks which facilitate  time-sensitive,  concurrent  engineering projects where
changes in tooling and processes can occur in an advanced stage of system design
and standardized  components in carousel,  in-line and rotary assembly  systems.
The acquisition of Assembly Technology and Test in July 1997 further complements
DTI's range of integrated  assembly and testing systems  applications within the
automotive industry, including a strong European and international presence.

                                       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.

     RIGO Thermoformers. Under a license agreement with RIGO Group, S.r.l., COMI
S.r.l.  and PMM S.r.l.,  the  Company  has the rights to use  certain  deep-draw
thermoforming ("RIGO") technology.  The Company is utilizing the RIGO technology
in a line of machines  designed to produce the inner  liners for  refrigerators.
The Company believes the RIGO technology  provides  significant  advantages over
competing  technology,  such as quicker  changeover of tooling,  lower  material
costs,  higher  productivity  and greater end  product  efficiency.  The license
agreement  continues until  terminated in accordance with its provisions and may
be terminated by either party upon 90 days' notice to the other.

     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,  tablet counting,  electronic and slat tablet 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
25%,  37% and 31% of  consolidated  net sales for  fiscal  1997,  1996 and 1995,
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 

                                       5
<PAGE>

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.

     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 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,  as well as wear parts for the textile  industry.  Sales
from Components accounted for approximately 12%, 18% and 24% of consolidated net
sales for fiscal 1997, 1996 and 1995, respectively.

     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.

     Wear  Parts.  The  Company  is the  only  full-line  U.S.  manufacturer  of
precision wear parts for industrial knitting machines.  Marketed under the brand
names  Potter(TM),  Arrow(R),  S&W(TM) and  DURA-TECH(TM),  these  products  are
components  of circular  knitting  machines  which  produce  tee shirts,  socks,
pantyhose and other knit  fabrics.  The Company's  branded  products,  which are
included as original equipment in certain circular  industrial knitting machines
sold in the United States,  are consumed in use and must be regularly  replaced.
The Company believes that its Potter(TM),  Arrow(R),  S&W(TM) and  DURA-TECH(TM)
products have a reputation for high quality.


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 of DTE,
Peer,  Sencorp,  Stokes-Merrill,  AAA,  Lakso,  Armac,  Kalish,  AMI,  Swiftpack
Mid-West, Hansford and ATT 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
65 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
30% of  consolidated  net  sales  for  fiscal  1997  compared  to 22% and 10% of
consolidated net sales in fiscal 1996 and fiscal 1995, respectively.

     Components.  The  Company's  custom  stamping  products  are  sold  by  the
Company's  direct sales  force.  The  Company's  wear parts are sold to original
equipment  manufacturers  directly  and to the  textile  industry  directly  and
through independent domestic distributors.

                                       7
<PAGE>

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,  RIGO  Systems and certain  other  integrated  systems.  A 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 are  assembled at the  Company's  leased
facility  in  Pennsylvania.  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.  At the Company's
Connecticut  and North  Carolina  facilities,  manufacturing  processes  include
precision  stamping of wear parts, heat treating,  drawing,  tumbling,  casting,
straightening and grinding.


Financial  Information  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.  The Company's  principal  foreign  operations
consist of  manufacturing,  sales and service  operations in Canada,  the United
Kingdom and Germany.  For certain other  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.

                                       8
<PAGE>

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 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. PACCAR, Inc., a customer of
the  Company's  Components  segment,  accounted  for over  10% of the  Company's
consolidated  net sales in fiscal 1995.  The  Company's  five largest  customers
during fiscal 1997 accounted for approximately 44% 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.


Backlog

     The Company's  backlog is based upon customer  purchase  orders the Company
believes are firm. As of June 29, 1997, the Company had $175.5 million of orders
in backlog,  which compares to a backlog of  approximately  $112.2 million as of
June 30, 1996. The  acquisitions of Mid-West and Hansford  increased the backlog
$60.4  million at June 29, 1997 in  comparison  to June 30, 1996.  Excluding the
effect of these acquisitions, backlog would have been $115.1 million at June 29,
1997, an increase of $2.9 million, or 2.6%, from a year ago.

     The backlog for the  Special  Machines  segment at June 29, 1997 was $168.0
million,  an increase of $62.0 million from a year ago.  Excluding the effect of
acquisitions,  the Special Machines backlog increased $1.6 million.  The Special
Machines backlog reflects strong packaging orders offset by a drop in orders for
custom  build-to-print  machines.  Backlog for the  Components  segment was $7.5
million at June 29, 1997, an increase of $1.3 million,  or 22.4%,  from the $6.2
million backlog a year ago.

     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 1998.  The Company's  backlog at June
29, 1997 does not include the backlog of ATT.


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.

                                       9
<PAGE>

Engineering; Research and Development

     The Company  maintains  research and engineering  departments at all of its
manufacturing   locations.  The  Company  employs  more  than  525  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  trademarks  Sencorp(R),
Merrill(R),  Lakso(R)  and  Mid-West(R).  The  Company's  use of the  registered
trademark  Arrow(R)  is under a license  and the  licensor  has agreed to assign
ownership  of the mark for such use to the  Company.  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
Swiftpack(TM),  Kalish(TM),  Armac(TM), Stokes(TM), Potter(TM) and Peer(TM). The
trademarks Kalish(TM), Armac(TM), Sencorp(R), Merrill(R), Peer(TM), Lakso(R) and
Stokes(TM) are used in connection with the machines and systems  marketed by the
Special  Machines  Segment.  The trademarks  Arrow(R) and Potter(TM) are used in
connection with the products of the Components segment.

     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 1997, the Company had  approximately  3,100 employees,
including  those  employed by ATT. 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:
   Buffalo Grove, Illinois            205,000       Leased          July 31, 2003(3)           Integrated precision assembly
                                       63,000       Leased          July 31, 2003(3)           systems
                                       20,000       Leased      February 28, 2000(4)

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

   Dayton, Ohio                       160,000       Leased           July 1, 2016(5)           Integrated assembly and testing
                                                                                               systems

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

   Livonia, Michigan                   86,000       Leased           July 1, 2000(6)           Integrated assembly and testing
                                       20,000       Leased          June 30, 2000(6)           systems

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

   Rochester, New York                 87,000       Leased         Sept. 30, 2006(5)           Integrated precision assembly
                                       26,000       Leased          July 31, 2002(5)           systems

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

   Benton Harbor, Michigan             43,000        Owned                                     Resistance and arc welding
                                                                                               equipment and systems

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

DT Packaging:
   Hyannis, Massachusetts &            98,000       Leased          Dec. 31, 1997(3)           Plastics processing and packaging
      Fall River, Massachusetts        37,000       Leased          Jan. 31, 2000(3)           equipment

   Montreal, Quebec(1)                 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

   Bristol, Pennsylvania               43,000       Leased         April 30, 2000(3)           Rotary presses

   Niles, Illinois                     30,000       Leased          July 15, 1998              Tablet counters

   Alcester, England                   22,000        Owned                                     Electronic counters


Components Segment
   Lebanon, Missouri                  200,000(2)     Owned                                     Metal products

   Winsted, Connecticut                28,000       Leased          Dec. 31, 2001              Wear parts

   Asheboro, North Carolina            15,000       Leased         Sept. 26, 2000(7)           Wear parts

</TABLE>

(1)  Represents a new facility and new lease entered into as of August 15, 1997.
     The lease on the old  facility,  consisting  of two  adjacent  buildings of
     approximately 86,000 square feet in the aggregate,  will expire October 31,
     1997.

(2)  Two adjacent  buildings  of  approximately  171,000  square feet and 29,000
     square feet, respectively.

(3)  The Company has an option to renew such lease for one additional  five-year
     term.

(4)  The Company has an option  to renew such lease  for one additional term  of
     three years.

(5)  The Company has an option to renew such lease for two  additional  terms of
     five years.

(6)  The Company has an option to renew such lease for one  additional  two-year
     term.

(7)  The Company has an option to renew such lease for three additional terms of
     five years.

                                       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 reviewing its alternatives to expand its welding systems facility
in Benton Harbor and its plastics  processing and packaging  systems facility in
Hyannis.  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  29,  1997,  there  were
twenty-nine  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

                                       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 29, 1997 ("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 15, 1997,  the number of record  holders of
common  stock was 58.  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 2,900.


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 10 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 11 through 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 29, 1997. The information  required by
this item is set forth  under the caption  "Election  of  Directors"  on pages 1
through  4,  under  the  caption  "Executive  Officers"  on page 6 and under the
caption  "Compliance  with Section  16(a) of the Exchange Act" on page 13 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  6  through  12  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 4
through 5 of the definitive proxy statement,  which  information is incorporated
herein by reference thereto.


Item 13.  Certain Relationships and Related Transactions

     Certain of the  information  required  by this item is set forth  under the
caption  "Certain  Transactions"  on page 13 of the definitive  proxy statement,
which information is incorporated herein by reference thereto.

     The Company has certain  contractual  agreements with affiliates of Harbour
Group Industries,  Inc. ("HGI"), for whom Donald E. Nickelson, a director of the
Company, is Vice Chairman.

     Under the terms of a management consulting and advisory services agreement,
the Company paid HGI and its affiliates  fees totaling  $847,000 in fiscal 1997,
related to corporate  development services provided in identifying,  negotiating
and consummating the Company's acquisitions. Fees paid to HGI and its affiliates
related to  corporate  development  services  were  included in the costs of the
related acquisitions.

     Under terms of management consulting and advisory services agreements,  HGI
and certain of its  affiliates,  charge the Company  for direct  management  and
administrative services provided to the Company based on actual, direct costs of
such  services.  The  charges,  which  are  included  in  selling,  general  and
administrative   expenses  in  the  Company's  financial   statements,   totaled
approximately $393,000 for the fiscal year ended June 29, 1997.

                                       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 20 to 39 in the Annual Report, and the
          report of independent  accountants on page 19 of the Annual Report are
          incorporated herein by reference thereto:

               Consolidated Balance Sheets as of June 29, 1997 and June 30, 1996

               Consolidated  Statements of Operations for the Fiscal Years Ended
               June 29, 1997, June 30, 1996 and June 25, 1995

               Consolidated  Statements of Changes in  Stockholders'  Equity for
               the Fiscal Years Ended June 29, 1997,  June 30, 1996 and June 25,
               1995

               Consolidated  Statements of Cash Flows for the Fiscal Years Ended
               June 29, 1997, June 30, 1996 and June 25, 1995

               Notes to Consolidated Financial Statements

               Report of Independent Accountants


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 29, 1997,  
               June 30, 1996 and June 25, 1995                              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

         None

                                       15
<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 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)

       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)

--------------------
*   Management contract or compensatory plan or arrangement.
<PAGE>

       10.10    ISDA Master  Agreement,  dated as of June 28, 1995,  between The
                Boatmen's  National  Bank of St. Louis and DT  Industries,  Inc.
                (filed as Exhibit 10.29 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)

       10.11    Letter agreement,  dated June 27,  1995,  between DT Industries,
                Inc. and The Boatmen's National Bank of St. Louis confirming  an
                interest  rate swap transaction  (filed as Exhibit  10.30 to the
                1995 10-K and incorporated herein by reference thereto)

       10.12    Insurance Agreement, dated June 28, 1993, by and between Harbour
                Group Ltd. and Detroit Tool and  Engineering  Company  (filed as
                Exhibit   10.31  to  the   1994   Registration   Statement   and
                incorporated herein by reference thereto)

       10.13    Amended  and  Restated  Corporate  Development  Consulting   and
                Advisory  Services  Agreement,  dated November 6, 1996,  by  and
                between DT Industries,  Inc. and Harbour Group Industries,  Inc.
                (filed asExhibit 10.3 to the  Company's Quarterly Report on Form
                10-Q  for  the  quarter  ended  December 29, 1996 filed with the
                Commission  on  February 12, 1997  and  incorporated  herein  by
                reference thereto)

       10.14    Amended and Restated Operations Consulting and Advisory Services
                Agreement, dated November 6, 1996, by and between DT Industries,
                Inc.  and  Harbour  Group  Ltd.  (filed as  Exhibit  10.4 to the
                Company's  Quarterly  Report on Form 10-Q for the quarter  ended
                December 29, 1996 filed with the Commission on February 12, 1997
                and incorporated herein by reference thereto)

       10.15    Agreement  of  Lease,  dated  April  30,  1997,  between  Teecan
                Properties Inc. and Kalish Canada Inc.

       10.16    License  Agreement,  dated  February 7, 1994,  by and among RIGO
                Group,  S.r.l., COMI S.r.l., PMM S.r.l.,  Sencorp Systems,  Inc.
                and Detroit Tool and Engineering Company (filed as Exhibit 10.45
                to the 1994  Registration  Statement and incorporated  herein by
                reference thereto)

       10.17    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 1995 10-K and incorporated herein
                by reference thereto)

       10.18    Lease, dated December 8, 1989, by and among Parklands Properties
                Trust  and PI Acquisition,  Inc.  (filed as Exhibit 10.49 to the
                1994 Registration Statement and incorporated herein by reference
                thereto)

       10.19    Amendment  to  Lease,  dated  April  20,  1992,  by and  between
                Parklands  Properties Trust and Sencorp Systems,  Inc. (filed as
                Exhibit   10.50  to  the   1994   Registration   Statement   and
                incorporated herein by reference thereto)

       10.20    Amendment  to  Lease,  dated  June  30,  1997,  by  and  between
                Parklands Properties Trust and Sencorp Systems, Inc.

       10.21    Indemnification  Agreement,  dated  March 18,  1994,  between DT
                Industries,  Inc. and Harbour Group Investments II, L.P.  (filed
                as  Exhibit  10.54   to  the  1994  Registration  Statement  and
                incorporated herein by reference thereto)

       10.22*   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)

--------------------
*   Management contract or compensatory plan or arrangement.
<PAGE>

       10.23*   Stock Pledge Agreement,  dated November 30, 1993, by and between
                Bruce P. Erdel and Detroit Tool and  Engineering  Company (filed
                as  Exhibit  10.56 to the 1994 10-K and  incorporated  herein by
                reference thereto)

       10.24*   $33,300  Promissory  Note,  dated November 30, 1993, by Bruce P.
                Erdel to Detroit Tool and Engineering  Company (filed as Exhibit
                10.57 to the 1994  10-K and  incorporated  herein  by  reference
                thereto)

       10.25*   Letter Agreement,  dated November 30, 1993, by and between Bruce
                P. Erdel and  Detroit  Tool and  Engineering  Company  (filed as
                Exhibit  10.58  to the  1994  10-K and  incorporated  herein  by
                reference thereto)

       10.26*   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  10.59 to
                the 1994 10-K and incorporated herein by reference thereto)

       10.27    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)

       10.28    Put and Call Option  Agreement  dated as of November 23, 1995 by
                and among the  Company,  DTUK and Martin Gully (filed as Exhibit
                2.2 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)

       10.29    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)

       10.30    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)

       10.31    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

       10.32    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)

       10.33    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 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)

       10.34*   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)

--------------------
*   Management contract or compensatory plan or arrangement.
<PAGE>

       10.35*   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)

       10.36*   DT  Industries,  Inc. 1996  Long-Term  Incentive  Plan (filed as
                Exhibit 10.61  to  the  1996  10-K  and  incorporated  herein by
                reference thereto)

       10.37*   Employment  and Noncompetition Agreement, dated August 28, 1995,
                between Kalish Canada Inc. and Graham Lewis

       10.38*   Employment  and  Noncompetition  Agreement,  dated  February 26,
                1997, between DT Industries, Inc. and Eugene R. Haffely

       10.39    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)

       10.40    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)

       10.41    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)

       10.42    Underwriting Agreement,  dated November 25, 1996, by and between
                CS First Boston  Corporation,  Morgan Stanley & Co. Incorporated
                and Schroder Wertheim & Co. Incorporated,  as Representatives of
                the Several underwriters names therein, and DT Industries,  Inc.
                (filed as Exhibit 10.1 to the Company's Quarterly Report on Form
                10-Q for the  quarter  ended  December  29,  1996 filed with the
                Commission  on  February  12,  1997 and  incorporated  herein by
                reference thereto)

       10.43    Subscription Agreement,  dated November 25, 1996, by and between
                CS First Boston Limited,  Morgan Stanley & Co. International and
                J. Henry  Schroder & Co.  Limited and the other  Managers  named
                therein and DT  Industries,  Inc.  (filed as Exhibit 10.2 to the
                Company's  Quarterly  Report on Form 10-Q for the quarter  ended
                December 29, 1996 filed with the Commission on February 12, 1997
                and incorporated herein by reference thereto)

       10.44    Indemnification Agreement, dated November 25, 1996, by and among
                DT Industries,  Inc. and Peer Investors  L.P., Peer Investors II
                L.P.,  Harbour  Group  Investments  II, L.P.,  Harbour  Group II
                Management Co. and Fox Family  Foundation (filed as Exhibit 10.5
                to the Company's  Quarterly  Report on Form 10-Q for the quarter
                ended  December 29, 1996 filed with the  Commission  on February
                12, 1997 and incorporated herein by reference thereto)

       10.45    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)

--------------------
*   Management contract or compensatory plan or arrangement.
<PAGE>

       10.46    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)

       10.47    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)

       10.48    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)

       10.49    Placement  Agreement dated June 12, 1997 among DT Capital Trust,
                DT Industries,  Inc. and Credit Suisse First Boston  Corporation
                (filed as Exhibit 10.2 to the 1997  Registration  Statement  and
                incorporated herein by reference thereto)

       10.50    Purchase  Agreement  dated June 12, 1997 among DT Capital Trust,
                DT  Industries,  Inc.  and the  Purchasers  listed on Schedule A
                thereto  (filed  as  Exhibit  10.3  to  the  1997   Registration
                Statement and incorporated herein by reference thereto)

       10.51    Registration  Rights  Agreement  dated  June 12,  1997  among DT
                Capital Trust, DT Industries,  Inc. and the Purchasers listed on
                Schedule  A  thereto   (filed  as  Exhibit   10.1  to  the  1997
                Registration  Statement,  as  amended on August  19,  1997,  and
                incorporated herein by reference thereto)

       10.52    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

       10.53    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.

       10.54    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

       10.55    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  and  Control  Engineering  GmbH,  Lucas
                Industries plc and Assembly Technologie & Automation GmbH

       10.56    Industrial  Building  Lease,  dated July  1991,  by and  between
                The Allen Group Inc. and Lucas Hartridge, Inc.

       11.0     Computation of Earnings Per Share

       13.0     Annual Report to Shareholders

       21.0     Subsidiaries of the Registrant

       23.0     Consent of Price Waterhouse LLP

       24.0     Powers of Attorney


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

<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
                                          Vice President - Finance and Secretary
Dated:   September 29, 1997

     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 29, 1997.

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

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

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

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

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

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

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

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

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

               *                Director
-------------------------------
      Donald E. Nickelson

               *                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.

<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 1997 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 8, 1997, appearing
on page 19 of the 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 in item 14(2) 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/ Price Waterhouse LLP


PRICE WATERHOUSE LLP

St. Louis, Missouri
August 8, 1997





                                       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 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  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  increase to Accounts  Receivable  Reserves due to  acquisition of
     Kalish, Arrow and AMI.


                     For the Fiscal Year Ended June 25, 1995

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

Accounts Receivable Reserve           $ 815             $20              $0               ($484)          $400(1)             $751

(1)  Reflects increase to Accounts Receivable Reserves due to acquisition of AAA
     and Armac.

</TABLE>

                                       S-2