Butler National Corp – ‘S-3’ on 10/13/95

As of:  Friday, 10/13/95   ·   Confirming Copy?  Yes ©   ·   Accession #:  15847-95-3   ·   File #:  33-97656

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         17     89K 
                          Pursuant to a Transaction                              

Document Table of Contents

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UNITED STATES 

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

  FORM S-3
  REGISTRATION STATEMENT
   Under
  The Securities Act of 1933

   BUTLER NATIONAL CORPORATION
  (Exact name of registrant as specified in its charter)

 Minnesota
(State or other jurisdiction of incorporation or organization)  

1546 East Spruce Road 
Olathe, Kansas  66061 
(913) 780-9595  
   (Address, including zip code, and telephone number, including
   area code, of registrant's principal executive offices)

41-0834293  
(I.R.S. Employer Identification No.)  

James P. Pryde  
Bryan Cave LLP  
3500 One Kansas City Place  
1200 Main Street  
Kansas City, Missouri 64105   
(816) 374-3200    
(Name, address, incluidng zip code, and telephone   
number, including area code, of agent for service)  

 Approximate date of commencement of proposed sale to public:  From time
to time after this Registration Statement becomes effective on dates, at        
times and on terms not currently determined.                                    

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the           
following box.                                                                  

  If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box. [X]                       

 CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered          Common Stock,     
                                                      $.01 par value

Amount to be Registered                                  1,428,165 shares     

Proposed Maximum Aggregate Offering Price Per Share (1)             $3.69     

Proposed Maximum Aggregate Offering Price (1)               $5,269,928.85     

Amount of Registration Fee                                     $12,817.22     

(1)  Estimated solely for the purpose of calculating the registration fee   
     pursuant to Rule 457, based upon the average of the high and low prices
    of Registrant's Common Stock on September 27, 1995 on the NASDAQ Small
Cap Market of $3.69 per share.                                    

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment which specifically states that this Registration 
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933, or until the Registration Statement shall become    
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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Prospectus      

1,428,165 Shares      

BUTLER NATIONAL CORPORATION     
Common Stock      

       The shares of Common Stock, $.01 par value (the "Common Stock"), of
Butler National Corporation, a Minnesota corporation (the "Company"), offered   
hereby (the "Shares") are being sold for the account of and by the persons      
named under the caption "Selling Shareholders."  The Selling Shareholders have  
advised the Company that these Shares may be sold from time to time in          
transactions on the NASDAQ Small Cap Market or in negotiated transactions, in   
each case at prices satisfactory to the Seller.  (See "Plan of Distribution.")  

         The Company will receive no part of the proceeds from the sale of the
Shares.  The Selling Shareholders will pay all applicable stock transfer taxes, 
transfer fees and brokerage commissions, and related fees and expenses, but the 
Company will bear the cost of preparing the Registration Statement and          
Prospectus and all filing, legal and accounting fees incurred in connection     
with registration of the Shares under the federal securities laws.              

The Common Stock is listed on the NASDAQ Small Cap Market   
(symbol:  BUKS).  On September 27, 1995 the average of the high and low prices  
of the Common Stock on the NASDAQ Small Cap Market was $3.69 per share.         

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON           
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE         
CONTRARY IS A CRIMINAL OFFENSE.                                                 

    THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK.  SEE "RISK FACTORS."                                            

      No dealer, salesperson or other person has been authorized to give
any information or to make any representations not contained or incorporated    
by reference in this Prospectus and, if given or made, such other information   
or representation must not be relied upon as having been authorized by the      
Company, any Selling Shareholder or any other person.  Neither the delivery of  
this Prospectus nor any sale made herein shall, under the circumstances,        
create any implication that there has been no change in the affairs of the      
Company since the date hereof.  This Prospectus does not constitute an offer    
to sell or solicitation of an offer to buy the securities offered hereby to     
any person or by anyone in any jurisdiction in which such offer or              
solicitation may not lawfully be made.                                          

The date of this Prospectus is September 29, 1995.      

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AVAILABLE INFORMATION     

 The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith files reports, proxy statements, and other information     
with the Securities and Exchange Commission (the "Commission").  Such reports,  
proxy statements and other information can be inspected and copied at the       
offices of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's Regional Offices at CitiCorp Center, 500 West     
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; 7 World Trade         
Center, Suite 1300, New York, New York 10048; and 5670 Wilshire Blvd.,          
Eleventh Floor, Los Angeles, California 90036-3648.  Copies of such material    
can also be obtained from the Public Reference Section of the Commission at     
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports,    
proxy statements and other information concerning the Company can be            
inspected and copied at the offices of the NASD, Market Listing Qualifications  
(NASDAQ Small Cap Market), 1735 K Street, N.W., Third Floor, Washington D.C.    
20006.  This Prospectus does not contain all the information set forth in the   
Registration Statement filed by the Company with respect to the offering made   
hereby.  Copies of such Registration Statement are available from the           
Commission.                                                                     

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE     

     The following documents have been previously filed by the Company
with the Commission and are incorporated by reference into this Prospectus:     

      (1)  Amended Annual Report on Form 10-K/A for the year ended April
          30, 1995 (and to the extent not so amended, Annual Report on
Form 10-K for the year ended April 30, 1995); and 

     (2)  Quarterly Report on Form 1O-Q for the quarter ended July 31,
1995.                                             

    All reports and definitive proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent   
to the date of this Prospectus and prior to the termination of the offering     
to be made hereunder shall be deemed to be incorporated by reference into       
this Prospectus and to be a part hereof from the date of filing such documents, 
except that in no event shall any information included in any such document     
in response to item 402(i), (k) or (1) of Regulation S-K be deemed to           
constitute a part of this Prospectus.                                           

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a statement contained herein 
or in any other subsequently filed document which also is or is deemed to be    
incorporated by reference herein modifies or supersedes such statement.  Any    
such statement so modified or superseded shall not be deemed, except as so      
modified or superseded, to constitute a part of this Prospectus.                

         The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral    
request of such person, a copy of any or all of the documents incorporated      
herein or in the Registration Statement by reference (other than exhibits to    
such documents unless such exhibits are specifically incorporated by reference  
in such documents).  All requests for such information should be directed to    
the Company's executive offices at 1546 East Spruce Road, Olathe, Kansas        
66061 (913) 780-9595, Attention:  Stephanie S. Ruskey.                          

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RISK FACTORS      

      Investment in the Shares is speculative and involves a high degree
of risk.  It is impossible to foresee and describe all of the risks; business,  
economic and financial factors; and conflicts of interest that may affect the   
Company.  The fact that certain risks are discussed herein and in other sections
hereunder does not mean there are not other material risks of which an investor 
should be aware.  Accordingly, prospective investors are urged to review all    
of the Company's Exchange Act filings.  Prospective investors and their         
professional advisors should carefully consider, among other things, the        
following risk factors before subscribing to purchase Shares.                   

        Need for Additional Financing.  As of July 31, 1995, the Company had
working capital of $1,526,783, as compared to working capital of $880,363 as of 
April 30, 1995.  The Company may, depending upon its future results of          
operations and level of activities, including, its anticipated development of   
its aircraft modification business, require additional capital in both the short
and long term.  There is no assurance that any additional financing would be    
available when required or, if available, would be on terms favorable to the    
Company.  Failing to obtain adequate working capital would have a material      
adverse effect on the Company.                                                  

         Regulation by Federal Aviation Administration ("FAA").  The Company's
aviation business is subject, in part, to regulatory procedures and             
administration enacted by and/or administered by the FAA.  Accordingly, the     
Company's business may be adversely affected in the event the Company is        
unable to comply with such regulations and/or if any new products and/or        
services to be offered by the Company can or may not be formally approved by    
such agency.  Moreover, the Company's proposed new aviation modification        
products will depend upon the issuance by the FAA of a supplemental type        
certificate, failure to obtain such supplemental certificate could have a       
material adverse effect on the Company.                                         

      Dependence on Key Personnel.  The Company is highly dependent upon
the Company's management team for all aspects of its business, including the    
contacts of current management with gaming authorities.  Losing the services    
of one or more of the current management team could have a material adverse     
effect on the Company's business.                                               

        Absence of Dividends.  The Company has not paid any dividends on its
capital stock since its incorporation and does not intend to pay any dividends  
in the foreseeable future.                                                      

         Control By Existing Management.  The Company's directors and officers
own a significant amount of the Company's outstanding shares of common stock    
and will be able to control the Company's business and affairs, including       
appointing officers and determining officers' compensation.                     

        Previous Operating History.  The Company suffered substantial losses
and a change in management during fiscal 1989.  While fiscal 1989 financial     
statements were not audited, independent audits for fiscal 1990 and subsequent  
years have been completed, along with a quasi reorganization in which the       
Company adjusted its accumulated deficit to a zero balance, thereby affording   
the Company a "fresh start."  During the reorganization, the Company devoted    
substantial effort to resolving past liabilities with its creditors.  However,  
there is no assurance that all past liabilities are known.                      

         Major Customers.  The Company has an agreement with McDonnell Douglas
to manufacture and repair airborne switching systems for McDonnell Douglas and  
its customers.  Marketing is accomplished directly between the Company and      
McDonnell Douglas.  Currently, the Company has purchase orders from the         
commercial division (Douglas Aircraft Company) of McDonnell Douglas for         

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product with scheduled equipment dates into 1996.  Should McDonnell Douglas     
financially reorganize or not accept shipment against currently pending         
purchase orders, the Company could suffer a significant loss of revenue.        

     Indian Gaming - Management Contract Approval.  The Company, through
its wholly-owned subsidiary, BNSC, has entered into management contracts with   
the Miami Tribe of Oklahoma and the Modoc Tribe of Oklahoma that are subject    
to regulatory approval.  No assurance can be given that such approvals can be   
obtained in each instance where required.  Generally, the management contracts  
give BNSC the exclusive right and obligation to develop, operate and maintain   
gaming facilities for specified classes of gaming for specified periods of time.
Furthermore, no assurance can be given as to the profitability of any such      
contracts.  As of July 31, 1995, the Company invested $1,027,500 in land, land  
improvements and professional design fees related to the development of three   
Indian gaming facilities in Kansas, the development of which due to the         
inability of the Indian tribes to enter into a compact with the State of Kansas 
has been delayed.  No assurance can be given that said gaming facilities will   
ever be permitted to become operational, and consequently, no assurance can be  
given as to any return on the Company's investment.  To date, the Company has   
not been successful in generating revenues from its gaming management services  
operations, and no assurance can be given as to the Company's ability to        
generate revenues in the future, or achieve profitability with respect to such  
operations.                                                                     

        General Governmental Regulation of Gaming Operations.  The Company's
proposed gaming management operations will be subject to extensive gaming laws  
and regulations, many of which were recently adopted and have not been the      
subject of definitive interpretations and are still the subject to proposed     
amendments and regulation.  The political and regulatory environment in which   
the Company is and will be operating, with respect to gaming activities on      
both non-Indian and Indian Land, is dynamic and rapidly changing.  Adoption     
of and/or changes in gaming laws and regulations could have a materially        
adverse effect on the Company.                                                  

 Listing Maintenance Criteria for NASDAQ System.  The National
Association of Securities Dealers, Inc., (the "NASD") which administers         
NASDAQ, requires that, in order for a company's securities to continue to be    
listed on the NASDAQ Small-Capitalization Market, the Company must maintain     
$2,000,000 in total assets, a $200,000 market value of the public float and     
$1,000,000 in total capital and surplus.  In addition, continued inclusion      
requires two market-makers and a minimum bid price of $1.00 per share;          
provided, however, that, if the Company falls below such minimum bid price,     
it will remain eligible for continued inclusion on NASDAQ if the market value   
of the public float is at least $1,000,000 and the Company has $2,000,000 in    
capital and surplus.  The failure to meet these listing maintenance criteria    
in the future may result in the discontinuance of the inclusion of the          
Company's Common Stock on the NASDAQ Small-Capitalization Market.  In such      
event, trading, if any, in the Company's Common Stock may then continue to be   
conducted in the non-NASDAQ over-the-counter market.  As a result, an           
investor may find it more difficult to dispose of, or to obtain accurate        
quotations as to the market value of, the Company's Common Stock.               

      Disclosure Relating to Low-Priced Stocks.  The Commission has also
promulgated regulations that define a "penny stock" to be any equity security   
that has a market price of less than $5.00 per share, subject to certain        
exceptions.  Such regulations impose various sales practice requirements on     
broker-dealers who sell securities governed by the rule to persons other than   
established customers and accredited investors.  For these types of             
transactions, the broker-dealer must make a special suitability determination   
for the purchaser and have received the purchaser's written consent to the      
transaction prior to sale.  Such broker-dealers must also, prior to the         
purchase, provide the customer with risk disclosure documents which identify    
certain risks associated with investing in "penny stocks" and which describes   

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the market therefor as well as a customer's legal remedies.  The broker-        
dealer must also obtain a signed and dated acknowledgement from its customers   
demonstrating that the customers have actually received the required risk       
disclosure document before their first transaction in a penny stock.            
Consequently, the rule may have an adverse effect on the ability of broker-     
dealers to sell the Company's Common Stock and may affect the ability of        
holders to sell their shares in the secondary market.                           

     While many NASDAQ-listed securities are covered by the definition
of penny stock, transactions in a NASDAQ-listed security are exempt for (i)     
issuers who have $2,000,000 in net tangible assets ($5,000,000 if the issuer    
has not been in continuous operation for three years), (ii) transactions in     
which the customer is an institutional accredited investor and (iii)            
transactions that are not recommended by the broker-dealer.  In addition,       
transactions in a NASDAQ security directly with a NASDAQ market-maker for       
such securities are subject only to the disclosure with respect to commissions  
to be paid to the broker-dealer and the registered representative.              

  In the event the Company's Common Stock should fall within the
Commission's definition of a "penny stock," the trading market for the Common   
Stock may be materially and adversely affected.  In addition, no assurance can  
be given that the current regulations and statutes may not be amended or        
revised, which could negatively impact the Company's Common Stock.              

       Possible Issuance of Additional Shares.  The Board of Directors has
the power to issue shares of Common Stock without shareholder approval.  The    
Board may authorize the issuance of any authorized but unissued shares in a     
public offering or to acquire businesses or property.  In addition, the         
Company presently has outstanding stock options and warrants, pursuant to       
which an aggregate of in excess of 2,561,000 shares may be issued.  The         
Company has also entered into a letter of intent to acquire the assets of       
Woodson Electronics, Inc. for 100,000 shares of common stock and a $34,000      
cash payment, the consummation of which no assurance can be given.  The         
issuance of any additional shares, whether upon the exercise of stock options   
or adoption of additional stock option plans, in connection with a financing    
or otherwise, may result in a reduction of the book value or market price, if   
any, of the outstanding Common Stock.  Issuance of additional shares of Common  
Stock, including additional shares issuable as a consequence of any anti-       
dilution provisions set forth in the instruments, evidencing such derivative    
securities, would reduce the proportionate ownership and voting power of        
then-existing shareholders, including investors hereunder.                      

        Shares Eligible for Future Sale.  A significant number of the shares
of the Company's outstanding Common Stock is available for sale in the public   
marketplace.  No prediction can be made as to the effect, if any, that sales    
of shares of Common Stock or the availability of such shares for sale will      
have on the market prices prevailing from time to time.  Nevertheless, the      
possibility that substantial amounts of Common Stock may be sold in the         
public market may adversely affect prevailing prices for the Common Stock,      
and could impair the Company's ability to raise additional capital through      
the sale of its equity securities.                                              

     Redemption of Unsuitable Shareholders.  Any person acquiring five
percent (5%) or more of the Common Stock of the Company (as evidenced by        
filing of a Schedule 13D or 13G) must be found suitable by the National         
Indian Gaming Commission (the "Gaming Commission") and/or the state gaming      
agencies in Kansas or Oklahoma (individually, an "Agency"), each of which       
have the authority to require a finding of suitability with respect to any      
shareholder regardless of the percentage of ownership.  If found unsuitable     
by the Gaming Commission and/or Agency, the shareholder may be subject to       
divestiture of the Company's securities, and may be required to pay the costs   
of investigation with respect to a determination of suitability.                

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  In addition, one officer currently holds options for shares of
Common Stock of the Company at a price per share which is lower than the        
price to be paid by investors pursuant to this Offering.  Such officer is       
subject to a finding of suitability by the Gaming Commission and an Indian      
Tribe.  At the time of any finding of unsuitability on the part of such         
officer, the fair market value of the shares of Common Stock held by such       
officer may be  significantly greater than the price per share paid by such     
officer.  If the Company must redeem such stock for cash at fair market         
value, bid price, less a fifteen percent (15%) administrative charge within     
ten days of a finding of unsuitability by the Gaming Commission or an           
Indian tribe, the Company may be adversely affected.                            

THE COMPANY     

     The Company is a Minnesota corporation formed in 1960 as a ground
and airborne avionics research and development company.  The Company's          
current product lines and services include:                                     

(1)  Aircraft Modifications - principally includes the modification of
business-size aircraft from passenger to freighter configuration, conversion    
to air ambulance, addition of aerial photography capability, addition of        
exterior cargo space and other modifications.  The Company provides these       
services through its subsidiary Avcon Industries, Inc. ("Aircraft               
Modifications" or "Avcon").                                                     

(2)  Avionics - principally includes the manufacture of airborne radio
and instrument switching units used in DC-9, DC-10, DC-9/80, MD-80 and the      
KC-10 aircraft.  The Company provides these services through its subsidiary     
Woodson Avionics, Inc. ("Switching Units", "Avionics" or "WAI").                

  (3)  Food Distribution Services - principally includes food distribution
to the wholesale, food processing and retailing industries.  The Company        
provides these services through its subsidiary R F, Inc. ("Food Distribution"   
or "RFI").                                                                      

(4)  Gaming - principally includes the business management services to
Indian tribes in connection with the Indian Gaming Act of 1988.  The Company    
provides these services through its subsidiary Butler National Service          
Corporation ("Management Services", "Gaming" or "BNSC").                        

(5)  SCADA Systems and Monitoring Services - principally includes the 
monitoring of water and wastewater remote pumping stations through electronic   
surveillance for municipalities and the private sector and related repair       
services.  The Company provides these services through its subsidiary Butler    
National Services, Inc. ("Monitoring Services" or "BNS").                       

(6)  Temporary Services - provides temporary employee services for    
corporate clients.  The Company provides these services through its             
subsidiary Butler Temporary Services, Inc. ("Temporary Services" or "BTS").     

      The Company's principal executive offices are located at 1546 East
Spruce Road, Olathe, KS  66061, Attention:  Stephanie S. Ruskey, telephone      
(913) 780-9595.  Unless otherwise indicated the term "Company" includes         
Butler National Corporation and its majority-owned subsidiaries.                

USE OF PROCEEDS     

     The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Shareholders.                                         

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DESCRIPTION OF CAPITAL STOCK      

Authorized and Outstanding Capital Stock                                        

      The Company's Certificate of Incorporation provides for authorized
capital of 40,000,000 shares of Common Stock, $.01 par value per share.         
There are 8,534,700 shares of Common Stock outstanding as of September 29,      
1995.                                                                           

Common Stock                                                                    

      The holders of Common Stock are entitled to cast one vote for each
share held of record on all matters to be voted on by the stockholders,         
including the election of directors.  There is no cumulative voting with        
respect to the election of directors.  Holders of Common Stock have no          
conversion, preemptive or other subscription rights and there are no            
redemption provisions applicable to the Common Stock.  All shares of Common     
Stock are entitled to participate equally and ratably in dividends, when and    
as declared by the Board of Directors out of assets legally available           
therefor, and, upon dissolution of the Company, in all remaining assets which   
are available for distribution after payment of liabilities and after           
provision has been made for each class of stock, if any, having preference      
over the Common Stock.  The outstanding shares of Common Stock are fully paid   
and nonassessable.                                                              

Transfer Agent                                                                  

    The Transfer Agent and Registrar for the Common Stock is Norwest
Bank Minnesota.                                                                 

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SELLING SHAREHOLDERS      

     The following information has been provided to the Company by the
persons listed below as the Selling Shareholders (the "Selling Shareholders"),  
including the total number of shares owned by each Selling Shareholder, the     
number of shares eligible to be offered by each Selling Shareholder, and        
the percentage of outstanding shares owned by each Selling Shareholder after    
the offering, assuming all shares offered are sold.  The Selling Shareholders   
are offering an aggregate of 1,428,165 Shares.                                  

                                                                [Download Table]

  Name of      Beneficially Owned    Shares Offered       Shares to Be Owned 
  Selling       Prior to Offering         Hereby          After Completion of
Shareholder                                                 This Offering    
                                                                             

Lee & Brener LTD           5,000               5,000                0        

Pawnee Holding Company    20,000              20,000                0        

Var & Co.                                                                    
c/o Willis Drake           2,500               2,500                0        

L. Edward Baker           10,000              10,000                0        

Dain Bosworth, custodian                                                     
for Shawn Boat IRA         5,000               5,000                0        

Robert L. Carr            10,000              10,000                0        

Betty Deloughery          13,750              13,750                0        

Marvin J. Eisenbath<F1>  670,000             670,000                0        

Jaunita Cox Fox           10,000              10,000                0        

Shane Gibson               5,000               5,000                0        

Tom A. Gilbertson         10,000              10,000                0        

James V. Glascock and                                                        
Linda D. Glascock         20,000              20,000                0        

Gene Grashorn and                                                            
Patricia Grashorn         10,000              10,000                0        

Tammera Y. Hayes          10,000              10,000                0        

John Scott Hiller         10,000              10,000                0        

William P. Hogan          20,000              20,000                0        

Vernon C. Jensen           5,800               5,800                0        

William Bruce Kimberlin   30,000              30,000                0        

Robert A. Kruse            5,000               5,000                0        

Tower Building Associates 40,000              40,000                0        

MAAL, Inc. Profit                                                            
Sharing Plan 1/1/90       17,800              17,800                0        

Robert Lauritsen          15,000              15,000                0        

James B. Lee               5,000               5,000                0        

Mina Jo Linver            20,000              20,000                0        

D&L Corp., William E.                                                        
Logan, Partner<F2>        20,000              20,000                0        

Judith R. Logan           50,000              50,000                0        

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C. Maxwell Logan          25,000              25,000                0        

Robert J. Lutz            43,300              43,300                0        

James M. Lyle and                                                            
Marjorie R. Lyle          10,000              10,000                0        

Rick McMillian             6,666               6,666                0        

Timothy L. McMillian       5,000               5,000                0        

Meyer Bros. Bldg. Co.     60,000              60,000                0        

Michael J. O'Keefe        10,000              10,000                0        

Hans J. Oberdorfer and                                                       
Edward Ziegelman          10,000              10,000                0        

Kenneth M. Olson          10,000              10,000                0        

Rodney E. Olson           10,000              10,000                0        

Myrtle Rapp                1,667               1,667                0        

W. Robert Riley and                                                          
Jo Stewart Riley          10,000              10,000                0        

Mark Rongstad              5,000               5,000                0        

Philip Rosenbloom         20,000              20,000                0        

Donald A. Sarno           19,800              19,800                0        

Ronald G. Sparkman        50,000              50,000                0        

Donald Sternke and                                                           
Ardis Sternke             10,000              10,000                0        

Dennis J. Sundlee          5,000               5,000                0        

Jerome S. Wade and                                                           
Sabine S. Wade            10,000              10,000                0        

Carolyn Webster            1,667               1,667                0        

Ray W. Welker             15,000              15,000                0        

Gregg D. Woods            10,000              10,000                0        

Stephanie R. Wright       10,000              10,000                0        

Glenna Y. Wylie            2,000               2,000                0        

Reliant Airlines,                                                            
c/o Reese C. Zantop       20,000              20,000                0        

Sam Zweifel, M.D.          5,000               5,000                0        

Campbell Barber Lambeth                                                      
& Associates, P.A.         2,215               2,215                0        

John M. Provorse           1,000               1,000                0        
<FN>                                                                         
<F1> Marvin J. Eisenbath is the current president of RFI a wholly owned      
     subsidiary of the Company;                                              
<F2> William E. Logan is a director of the Company; and Judith R. Logan and  
     C. Maxwell Logan are William E. Logan's wife and brother, respectively. 
</FN>                                                                        

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 Other than with respect to the persons named in the foregoing sentence,
none of the Selling Shareholders has held any position or office or   
otherwise had a material relationship with the Company within the past
  three years other than as a result of the ownership of the shares of the
Common Stock of the Company.                                          

       Each of the Selling Shareholders received the Shares offered hereby
in one of three manners.  First, in connection with the stock acquisition of    
RFI, whereby RFI became a wholly owned subsidiary of the Company.  Second, in   
connection with a private placement of shares of Common Stock of the Company    
effected in January 1994.  Third, as consideration for products or services     
rendered to the Company or one of its subsidiaries.                             

PLAN OF DISTRIBUTION      

         It is anticipated that the Selling Shareholders will offer the Shares
in the manner set forth in the front cover page of this Prospectus, from time   
to time.  The costs of such sales are to be born by the Selling Shareholders.   
The costs of registering the Shares under the Securities Act were paid by the   
Company.                                                                        

The Shares may be sold on the NASDAQ Small Cap Market or in 
negotiated transactions not on an exchange at prices and on terms then          
prevailing or at prices related to the then current market price or at          
negotiated prices.                                                              

In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may      
be sold under Rule 144 rather than pursuant to this Prospectus.                 

LEGAL MATTERS     

   Bryan Cave LLP, Counsel of the Company, has rendered an opinion
concerning the validity of the Shares.                                          

EXPERTS     

     The consolidated balance sheet of Butler National Corporation and
subsidiaries as of April 30, 1995 and 1994, and the related consolidated        
statements of earnings, changes in shareholders' equity and cash flows for      
each of the three years in the period ended April 30, 1995, and the related     
schedules included in the Annual Report on Form 10-K of the Company for the     
year ended April 30, 1995 incorporated by reference in the Registration         
Statement, have been audited by Arthur Andersen LLP, independent public         
accountants, as indicated in their reports which have been incorporated         
herein by reference.  Such financial statements and schedules are incorporated  
herein by reference in reliance upon the authority of such firm as experts in   
accounting and auditing in giving the said report.                              

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PART II     

INFORMATION NOT REQUIRED IN PROSPECTUS      

Item  14.  Other Expenses of Issuance and Distribution                          

 The following table sets forth the estimated expenses of the Company in
connection with the issuance and distribution of the securities being           
registered, exclusive of those expenses to be borne by the Selling              
Shareholders.                                                                   

SEC registration fee. . . . . . .  $ 1,817                            
Accounting fees and expenses* . .    2,500                            
Legal fees and expenses*. . . . .   17,500                            
Miscellaneous*. . . . . . . . . .    5,183                            
     _________
Total . . . . . . . . . .  $27,000                    

*  Estimated                                                          

Item 15.  Indemnification of Directors and Officers                             

   Under the Company's Restated Articles of Incorporation, Amended
Bylaws and/or Minnesota Corporation Act, each of the present and former         
directors and officers of the Company may be entitled to indemnification        
under certain circumstances from certain liabilities, claims and expenses       
arising from any threatened, pending or completed action, suit or proceeding    
(including any such action, suit or proceeding arising under the Securities     
Act of 1933), to which they are made a party by reason of the fact that he or   
she is or was a director or officer of the Company.  The Company does carry     
any directors and officers insurance.                                           

Item 16.  Exhibits                                                              

Exhibit No. Description                                             Page No.    

3.1         Articles of Incorporation, as amended, are                 *        
incorporated by reference from Exhibit 3.1 of the       
Company's Form 10-K for the year ended April 30, 1988   

3.2         Bylaws, as amended, are incorporated by reference          *        
from Exhibit 3.2 of the Company's Form 10-K for         
the year ended April 30, 1989                           

4.1         Certificate of Rights and Preferences of $100 Class A      *        
Preferred Shares of the Company is incorporated by      
reference from Exhibit 4.1 of the Company's             
Form 10-K/A, Amendment No. 1, for the year ended        
April 30, 1994                                          

5.1         Opinion of Bryan Cave LLP                                  **       

10.1        1989 Nonqualified Stock Option Plan is incorporated        *        
by reference from the Company's Form 8-K filed on       
September 1, 1989                                       

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10.2        Nonqualified Stock Option Agreement dated                  *        
September 8, 1989 between the Company and               
Clark D. Stewart is incorporated by reference from      
the Company's Form 8-K filed on September 1, 1989       

10.3        Agreement dated March 10, 1989 between the                 *        
Company and Woodson Electronics, Inc. is                
incorporated by reference from the Company's            
Form 10-K for the fiscal year ended April 30, 1989      

10.4        Agreement of Stockholder to Sell Stock dated               *        
January 1, 1992, is incorporated by reference from      
the Company's Form 8-K filed on January 15, 1992        

10.5        Private Placement of Common Stock pursuant to              *        
Regulation D, dated December 15, 1993, is               
incorporated by reference from the Company's            
Form 8-K filed on January 24, 1994                      

10.6        Stock Acquisition Agreement of RFI dated April 21,         *        
1994, is incorporated by reference from the             
Company's Form 8-K filed on July 21, 1994               

10.7        Employment Agreement between the Company and               *        
Brenda Lee Shadwick dated July 6, 1994 is               
incorporated by reference from Exhibit 10.7 of the      
Company's Form 10-K/A, as amended, for the year         
ended April 30, 1994                                    

10.8        Employment Agreement between the Company and               *        
Clark D. Stewart dated March 17, 1994 is                
incorporated by reference from Exhibit 10.8 of the      
Company's Form 10-K/A, as amended, for the year         
ended April 30, 1994                                    

10.9        Employment Agreement among the Company,                    *        
R.F., Inc. and Marvin J. Eisenbath dated April 22,      
1994 is incorporated by reference from Exhibit 10.9     
of the Company's Form 10-K/A, as amended, for the       
year ended April 30, 1994                               

10.10       Real Estate Contract for Deed and Escrow Agreement         *        
between Wade Farms, Inc. and the Company is             
incorporated by reference from Exhibit 10.10 of the     
Company's Form 10-K/A, as amended, for the year         
ended April 30, 1994                                    

10.11       1993 Nonqualified Stock Option Plan is incorporated        *        
by reference from Exhibit 10.11 of the Company's        
Form 10-K/A, as amended, for the year ended             
April 30, 1994                                          

10.12       1993 Nonqualified Stock Option Plan II is                  *        
incorporated by reference from Exhibit 10.12 of the     
Company's Form 10-K/A, as amended, for the year         
ended April 30, 1994                                    

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10.13       Industrial State Bank principal amount of $500,000        *         
revolving credit line, as amended, is incorporated by   
reference from Exhibit 10.13 of the Company's           
Form 10-K/A, as amended, for the year ended             
April 30, 1994                                          

10.14       Bank IV guaranty for $250,000 dated October 14,           *         
1994 is incorporated by reference from Exhibit 10.14    
of the Company's Form 10-K/A, as amended, for the       
year ended April 30, 1994                               

10.15       Bank IV loan in principal amount of $300,000 dated        *         
December 30, 1993 is incorporated by reference from     
Exhibit 10.15 of the Company's Form 10-K/A, as          
amended, for the year ended April 30, 1994              

10.16       Letter of intent to acquire certain assets of Woodson     *         
Electronics, Inc., incorporated by reference to Exhibit 
10.16 of the Company's Form 10-K/A, as amended,         
for the year ended April 30, 1995                       

22          List of Subsidiaries is incorporated by reference from    *         
Exhibit 22 of the Company's Form 10-K/A, as             
amended, for the year ended April 30, 1995              

23.1        Consent of Arthur Andersen LLP                            **        

23.2        Consent of Bryan Cave LLP (contained in opinion           **        
filed as Exhibit 5 herein)                              

25.1        Power of Attorney                                         S-1       

*     Itemized by reference                                                     
**    To be filed by amendment                                                  

Item 17.  Undertakings                                                          

The undersigned Registrant hereby undertakes:               

(a)                                                                             
      (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:                

            (i)  To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;                                                     

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           (ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent      
post-effective amendment thereof) which, individually or in the aggregate,      
represent a fundamental change in the information set forth in the              
Registration Statement;                                                         

           (iii)     To include any material information with respect to
the plan of distribution not previously disclosed in the Registration           
Statement or any material change to such information in the Registration        
Statement;                                                                      

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to   
be a new registration statement relating to the securities offered therein,     
and the offering of such securities at that time shall be deemed to be the      
initial bona fide offering thereof.                                             

 (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

(b)  The undersigned Registrant hereby undertakes that, for purposes of         
determining any liability under the Securities Act of 1933, each filing of      
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of    
the Securities Exchange Act of 1934 (and, where applicable, each filing of an   
employee benefit plan's annual report pursuant to Section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
Registration Statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such            
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

(e)  The undersigned Registrant hereby undertakes to deliver or cause to be     
delivered with the Prospectus, to each person to whom the Prospectus is sent    
or given, the latest annual report to security holders that is incorporated     
by reference in the Prospectus and furnished pursuant to and meeting the        
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of   
1934; and, where interim financial information required to be presented by      
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver,    
or cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in   
the Prospectus to provide such interim financial information.                   

(h)  Insofar as indemnification for liabilities arising under the Securities    
Act of 1933 may be permitted to directors, officers and controlling persons     
of the Registrant pursuant to the provisions described under Item 15 above,     
or otherwise, the Registrant has been advised that in the opinion of the        
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Act and is, therefore, unenforceable.  In the        
event that a claim for indemnification against such liabilities (other than     
the payment by the Registrant of expenses incurred or paid by a director,       
officer or controlling person of the Registrant in the successful defense of    
any action, suit or proceeding) is asserted by such director, officer or        
controlling person in connection with the securities being registered, the      
Registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question whether such indemnification by it is against         
public policy as expressed in the Act and will be governed by the final         
adjudication of such issue.                                                     

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SIGNATURES    

   Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements for filing on Form S-3 and has duly caused this         
Registration Statement to be signed on its behalf by the undersigned,           
thereunto duly authorized, in the city of Olathe, State of Kansas, on the       
29th day of September, 1995.                                                    

                 BUTLER NATIONAL CORPORATION

           By:  CLARK D. STEWART
                Clark D. Stewart
                                  Chief Executive Officer, President

POWER OF ATTORNEY     

   KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby severally constitutes and appoints Clark D. Stewart and    
R. Warren Wagoner, and each of them, his/her true and lawful attorneys-in-fact  
and agents, with full power of substitution and resubstitution, for him/her     
and in his/her name, place and stead, in any and all capacities, to sign any    
and all amendments (including post-effective amendments) to this Registration   
Statement and all documents relating thereto, and to file the same, with all    
exhibits thereto, and other documents in connection therewith, with the         
Securities and Exchange Commission, granting unto said attorneys-in-fact and    
agents, full power and authority to do and perform each and every act and       
thing necessary or advisable to be done in and about the premises, as fully     
to all intents and purposes as he/she might or could do in person, hereby       
ratifying and confirming all that said attorneys-in-fact and agents, or his     
substitute or substitutes, may lawfully do or cause to be done by virtue        
hereof.                                                                         

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the    
capacities and on the date indicated.                                           

Signature                        Title                      Date                

Chief Financial Officer and                                                     
Principal Accounting Officer:                                                   

STEPHANIE S. RUSKEY              Vice President and         September 29, 1995  
Stephanie S. Ruskey              Chief Financial Officer                        

Directors:                                                                      

R. WARREN WAGONER                Director                   September 29, 1995  
R. Warren Wagoner                                                               

CLARK D. STEWART                 Director                   September 29, 1995  
Clark D. Stewart                                                                

WILLIAM A. GRIFFITH              Director                   September 29, 1995  
William A. Griffith                                                             

WILLIAM E. LOGAN                 Director                   September 29, 1995  
William E. Logan                                                                

S-1       

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EXHIBIT INDEX     

Exhibit No. Description                                              Page No.   

3.1         Articles of Incorporation, as amended, are                  *       
incorporated by reference from Exhibit 3.1 of the       
Company's Form 10-K for the year ended April 30,        
1988                                                    

3.2         Bylaws, as amended, are incorporated by reference           *       
from Exhibit 3.2 of the Company's Form 10-K for         
the year ended April 30, 1989                           

4.1         Certificate of Rights and Preferences of $100 Class A       *       
Preferred Shares of the Company is incorporated by      
reference from Exhibit 4.1 of the Company's             
Form 10-K/A, Amendment No. 1, for the year ended        
April 30, 1994                                          

5.1         Opinion of Bryan Cave LLP                                   **      

10.1        1989 Nonqualified Stock Option Plan is incorporated         *       
by reference from the Company's Form 8-K filed on       
September 1, 1989                                       

10.2        Nonqualified Stock Option Agreement dated                   *       
September 8, 1989 between the Company and               
Clark D. Stewart is incorporated by reference from      
the Company's Form 8-K filed on September 1, 1989       

10.3        Agreement dated March 10, 1989 between the                  *       
Company and Woodson Electronics, Inc. is                
incorporated by reference from the Company's            
Form 10-K for the fiscal year ended April 30, 1989      

10.4        Agreement of Stockholder to Sell Stock dated                *       
January 1, 1992, is incorporated by reference from      
the Company's Form 8-K filed on January 15, 1992        

10.5        Private Placement of Common Stock pursuant to               *       
Regulation D, dated December 15, 1993, is               
incorporated by reference from the Company's            
Form 8-K filed on January 24, 1994                      

10.6        Stock Acquisition Agreement of RFI dated April 21,          *       
1994, is incorporated by reference from the             
Company's Form 8-K filed on July 21, 1994               

10.7        Employment Agreement between the Company and                *       
Brenda Lee Shadwick dated July 6, 1994 is               
incorporated by reference from Exhibit 10.7 of the      
Company's Form 10-K/A, Amendment No. 1, for the         
year ended April 30, 1994                               

10.8        Employment Agreement between the Company and                *       
Clark D. Stewart dated March 17, 1994 is                
incorporated by reference from Exhibit 10.8 of the      
Company's Form 10-K/A, Amendment No. 1, for the         
year ended April 30, 1994                               

S-2     
PAGE>                                                                           

10.9        Employment Agreement among the Company,                     *       
R.F., Inc. and Marvin J. Eisenbath dated April 22,      
1994 is incorporated by reference from Exhibit 10.9     
of the Company's Form 10-K/A, as amended, for the       
year ended April 30, 1994                               

10.10       Real Estate Contract for Deed and Escrow Agreement          *       
between Wade Farms, Inc. and the Company is             
incorporated by reference from Exhibit 10.10 of the     
Company's Form 10-K/A, as amended, for the year         
ended April 30, 1994                                    

10.11       1993 Nonqualified Stock Option Plan is incorporated         *       
by reference from Exhibit 10.11 of the Company's        
Form 10-K/A, as amended, for the year ended             
April 30, 1994                                          

10.12       1993 Nonqualified Stock Option Plan II is                   *       
incorporated by reference from Exhibit 10.12 of the     
Company's Form 10-K/A, as amended, for the year         
ended April 30, 1994                                    

10.13       Industrial State Bank principal amount of $500,000          *       
revolving credit line, as amended, is incorporated by   
reference from Exhibit 10.13 of the Company's           
Form 10-K/A, as amended, for the year ended             
April 30, 1994                                          

10.14       Bank IV guaranty for $250,000 dated October 14,             *       
1994 is incorporated by reference from Exhibit 10.14    
of the Company's Form 10-K/A, as amended, for the       
year ended April 30, 1994                               

10.15       Bank IV loan in principal amount of $300,000 dated          *       
December 30, 1993 is incorporated by reference from     
Exhibit 10.15 of the Company's Form 10-K/A, as          
amended, for the year ended April 30, 1994              

10.16       Letter of intent to acquire certain assets of Woodson       *       
Electronics, Inc., incorporated by reference to Exhibit 
10.16 of the Company's Form 10-K/A, as amended,         
for the year ended April 30, 1995                       

22          List of Subsidiaries is incorporated by reference from      *       
Exhibit 22 of the Company's Form 10-K/A, as             
amended, for the year ended April 30, 1995              

23.1        Consent of Arthur Andersen LLP                              **      

23.2        Consent of Bryan Cave LLP (contained in opinion             **      
filed from Exhibit 5 herein)                            

25.1        Power of Attorney                                           S-1     

*   Incorporated by reference                                                 
**   To be filed by amendment                                                   
S-3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		10/13/95
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		9/27/95		1		2
		7/31/95		3		5			10-Q,  10-Q/A
		4/30/95		3		17			10-K/A,  DEF 14A
		7/21/94		13		17
		7/6/94		13		17
		4/30/94		11		17
		4/22/94		13		17
		3/17/94		13		17
		1/24/94		13		17
		12/30/93		14		17
		12/15/93		13		17
		1/15/92		13		17
		1/1/92		13		17
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