<PAGE>
 
   As filed with the Securities and Exchange Commission on December 29, 1998
                                                   Registration No. 333-________



                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                          BUTLER INTERNATIONAL, INC.
      ----------------------------------------------------------------- 
             (Exact name of registrant as specified in it charter)


            Maryland                                     06-1154321
  ------------------------------------------------------------------------  
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)


                 110 Summit Avenue, Montvale, New Jersey 07645
     --------------------------------------------------------------- 
      (Address of Principal Executive Offices)           (Zip Code)


          Butler International, Inc. Non-qualified Stock Option Plan
          ---------------------------------------------------------- 
                           (Full title of the plan)


   Warren F. Brecht, Secretary, Butler International, Inc., 110 Summit Ave.,
   -------------------------------------------------------------------------
                              Montvale, NJ 07645
                              ------------------
                    (Name and address of agent for service)


                                (201) 573-8000
                 --------------------------------------------
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================  
   Title of                                                             
securities to be    Amount to be       Proposed          Proposed           Amount of
  registered        registered      maximum offering     maximum         registration fee
                                    price per unit*      aggregate      
                                                         offering       
                                                          price*        
<S>                 <C>             <C>                  <C>             <C>
================================================================================================== 
Common Stock,                                                                
$.001 par value      125,000           $22.0625          $2,757,812.50        $766.67
================================================================================================== 
</TABLE>



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

*    Estimated solely for purposes of calculating the registration fee.  The
     average of the high price per share of $23 and low price per share of
     $21.125 quoted by NASDAQ on the National Market System for December 16,
     1998 was $22.0625.
<PAGE>
 
                                    PART I



                            PROSPECTUS FOR RESALES



    The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared in
accordance with the requirements of Part I of Form S-3, as required by General
Instruction C to Form S-8, to be used in connection with resales of non-
restricted securities acquired, prior to the date hereof, under the registrant's
Non-qualified Stock Option Plan by the persons listed in the section entitled
"Selling Security Holder".
<PAGE>
 
PROSPECTUS



                                125,000 SHARES

                          BUTLER INTERNATIONAL, INC.

                                 COMMON STOCK

                           (PAR VALUE $.001 PER SHARE)


    The shares of Common Stock of Butler International, Inc. (the "Company") to
which this Prospectus relates may be offered from time to time by the person
described under "Selling Security Holder," and by the transferees of such
person, at prevailing market prices in the over-the-counter market or otherwise
through registered brokers or dealers.  The Selling Security Holder or such
transferees will pay any brokerage fees or commissions relating to the sales by
them.  See "Plan of Distribution."  The Common Stock is quoted on the NASDAQ
National Market System.


            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.


       THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS".


    The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.

    No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained herein in
connection with the offering contained in this Prospectus and, if given or made,
such information or representation must not be relied upon.  This Prospectus
does not constitute an offering by the Selling Security Holder or any other
person of any securities other than those to which it relates or in any
jurisdiction in which such offering may not lawfully be made.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or the information herein since the date hereof.

                             _____________________

                The date of this Prospectus is December 23, 1998.

                                       1
<PAGE>
 
                               TABLE OF CONTENTS
 
 
                                                                Page
 
Incorporation by Reference.....................................  2
 
Available Information..........................................  2
 
The Company....................................................  3
 
Risk Factors...................................................  3
 
Selling Security Holder........................................  5
 
Plan of Distribution...........................................  6
 
Indemnification of Directors and Officers......................  7
 


                          INCORPORATION BY REFERENCE

    The Company incorporates by reference into this Prospectus (a) the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 filed with the
Securities and Exchange Commission, (b) all other reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1997 and (c) the description of the Company's Common Stock included
in its registration statement under Section 12 of the Securities Exchange Act of
1934 relating to the Common Stock, including any amendment or report filed for
the purpose of updating that description.  All documents subsequently filed by
the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference in this
Prospectus and to be a part of it from the date of filing of those documents.
Copies of all documents which are incorporated by reference will be provided
without charge to anyone to whom this Prospectus is delivered upon a written or
oral request to Warren F. Brecht at Butler International, Inc., 110 Summit
Avenue, Montvale, New Jersey, 07645, telephone number (201) 573-8000.



                             AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with that Act files reports and other
information with the Securities and Exchange Commission.  All reports, proxy
statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the public 

                                       2
<PAGE>
 
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at Regional Offices of the Commission
located at Northwestern Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois, 60661-2511, and 7 World Trade Center, 13th Floor, New York,
New York 10048, upon payment of the fees prescribed by the Commission. Copies of
such material can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Website (http://www.sec.gov.)
through which the Registration Statement and other information can be retrieved.



                                  THE COMPANY

  The Company, through its subsidiaries, is a leading provider of technical and
professional services to companies worldwide.  The Company provides services on
a contractual basis to clients in a wide variety of industries and service
lines, including aerospace, aircraft, automotive, banking, brokerage, cable TV,
CAD design, computer software, consumer products, courier, electronics, energy,
entertainment, environmental, financial services, fleet services, food
processing, marine, petrochemical, pharmaceutical, quality assurance,
telecommunications, trucking and utilities.  Contract services are utilized by
the Company's clients for staff augmentation, project management, and strategic
outsourcing of particular programs and functions.  As of March 16, 1998, the
Company had more than 6,200 employees, of which 5,700 billable employees provide
services, generally at client facilities, from a network of over 50 offices in
the United States and abroad.  Through its international operations, the Company
currently provides similar services from offices in the United Kingdom.  In
1997, the Company had net sales of $425 million from its domestic and foreign
operations.

  The Company was incorporated in Maryland on November 27, 1985.  The principal
executive offices of the Company are located at 110 Summit Avenue, Montvale, New
Jersey 07645, and its telephone number is (201) 573-8000.  The Company maintains
a Website at http://www.butlerintl.com.



                                 RISK FACTORS

    The Common Stock offered by this Prospectus involves a high degree of risk.
Prior to making this investment, prospective investors should carefully consider
the following risks and speculative factors inherent in and affecting the
business of the Company and this offering.

                                       3
<PAGE>
 
  Volatility of Stock Price; Depressive Effect of Future Sales of Common Stock.
  ----------------------------------------------------------------------------  
Trading of the Common Stock has been subject to wide fluctuations in price.  In
addition, the stock market from time to time has experienced extreme price and
volume fluctuations which often have been unrelated to the operating performance
of the companies whose stock is traded.  These broad market fluctuations may
adversely affect the market price of the Common Stock.  In addition, sales of
newly issued Common Stock in the public market (through issuances by the Company
to the public, the resale of Common Stock acquired through Company employee
benefit plans or otherwise) could place downward pressure on the market price of
the Common Stock.

  Role of Management.  To date, the growth and operation of the Company's
  ------------------                                                     
business has been heavily dependent upon the efforts of the Company's Chief
Executive Officer and Chairman of the Board of Directors, Edward M. Kopko.  The
Company's operations could be adversely affected if, for any reason, Mr. Kopko
does not continue to be active in the Company's management.

  Principal Shareholders.  Excluding the effect of the sale of the securities
  ----------------------                                                     
offered hereby, management of the Company controls approximately 34.2% of the
shareholder vote of the Company.  As principal shareholder, management may have
the ability to influence the policies and affairs of the Company to a greater
extent than other shareholders.  Such control could adversely affect the market
price of the Common Stock or delay or prevent a change in control of the
Company.

  Anti-Takeover Considerations.  Certain provisions of the Company's Articles of
  ----------------------------                                                  
Incorporation and Bylaws may have the effect of discouraging, delaying or making
more difficult a change in control of the Company or preventing the removal of
incumbent directors even if some, or a majority, of the Company's stockholders
were to deem such an attempt to be in the best interest of the Company.  Among
other things, the Articles of Incorporation provide for a classified Board of
Directors and require the affirmative vote of holders of at least two-thirds of
the Series B Preferred Stock to approve the creation of debt or certain classes
of preferred stock, or to approve certain amendments to the Company's Articles
of Incorporation.  The Articles of Incorporation also allow the Board of
Directors to issue up to five million shares of Preferred Stock and fix the
rights privileges and preferences of those shares without any further vote or
action by the stockholders.  The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be issued in the future.

                                       4
<PAGE>
 
                            SELLING SECURITY HOLDER


    The following table sets forth certain information as of December 19, 1998,
with respect to the Selling Security Holder:

<TABLE>
<CAPTION>
                                                                                  Number of                    
                                                                                  Shares of                    
                                                                                 Common Stock                  
                                                                                 Beneficially       Percent of   
                                              Number of         Number of         owned After       Common Stock 
                                              Shares of         Shares of            All            After All    
Selling                                      Common Stock      Common Stock       Registered        Registered   
Security                                     Beneficially       Registered        Shares are        Shares are   
Holder          Position with Company          Owned\1\          Herein              Sold              Sold       
----------   ---------------------------    --------------   ---------------    --------------     ----------- 
<S>          <C>                            <C>              <C>                <C>                <C> 
Edward M.      Chief Executive Officer        351,255\2\        125,000\3\        226,255\4\          3.4%
 Kopko        and Chairman of the Board                                                                                  
                   of Directors                                                                                          
</TABLE> 




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

\1\  Mr. Kopko also owns 643,806 shares of Series B Preferred Stock, or 22.1%
     of the class. No shares of Series B Preferred Stock are being registered
     herein. Series B Preferred Stock consists of 2,911,818 outstanding shares
     and has one vote per share, convertible into shares of common stock at a
     rate of .285 per share of Series B Preferred Stock.
\2\  Includes 285,733 shares that may be purchased upon exercise of options
     granted under the Company's Stock Option Plans.
\3\  Consists of 125,000 shares that may be purchased upon exercise of non-
     qualified stock options.
\4\  Includes 160,733 shares that may be purchased upon exercise of options
     granted under the Company's Stock Option Plans.

                                       5
<PAGE>
 
  Shares of common stock registered herein may also be sold by transferees of
the Selling Security Holder.


  PLAN OF DISTRIBUTION

  The distribution of the Common Stock by the Selling Security Holder or by
transferees of the Selling Security Holder may be effected from time to time in
ordinary brokerage transactions at market prices prevailing at the time of sale
in the over-the-counter market.  The brokers through whom the sales are effected
will be paid usual and customary selling commissions.  The Company will bear all
expenses of the offering, except that the Selling Security Holder and his
transferees will pay any applicable brokerage fees or commissions and transfer
taxes.


  INTERESTS OF NAMED EXPERTS AND COUNSEL

  The firm of McBreen, McBreen & Kopko is issuing an opinion in connection with
the legality of the issuances of shares of common stock under the non-qualified
stock option plan.  Frederick H. Kopko, Jr. and Hugh G. McBreen, two partners of
McBreen, McBreen & Kopko, are directors and substantial shareholders of the
Company.  Messrs. Kopko and McBreen have executed promissory notes to purchase
stock from the Company.  The firm provides legal services to the Company.


  INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section EIGHTH of the Articles of Incorporation authorizes the Company to
provide for indemnification of officers and directors through, among other way,
a provision in its by-laws.  Section 13 of Article III of the Company's By-laws
provides that the registrant shall indemnify its directors and officers from
liabilities and expenses to the fullest extent permitted by the Maryland General
Corporation Law (the "MGCL").  Accordingly, pursuant to the terms of the MGCL as
presently in effect, the Company may indemnify any director unless it is
established that: (i) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; (ii) the director actually received
an improper personal benefit in money, property or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful.  In addition, the Company's By-Laws
require the Company to indemnify each person who is or was a director, officer,
employee or agent of the Company to the fullest extent permitted by the laws of
the State of Maryland in the event he is involved in legal proceedings by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the Company's request as a director, officer,
employee or agent of another corporation, partnership or other enterprise.  The
Company may also advance to such persons expenses incurred in defending a
proceeding to which indemnification 

                                       6
<PAGE>
 
might apply, upon terms and conditions, if any, deemed appropriate by the Board
or Directors upon receipt of an undertaking by or on behalf of such director or
officer to repay all such advanced amounts if it is ultimately determined that
he is not entitled to be indemnified as authorized by the laws of the State of
Maryland.

  Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.

                                       7
<PAGE>
 
    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Exhibits
--------

  5     Opinion of Legal Counsel
        
  23    Consent of Deloitte & Touche LLP
        
  24    Power of Attorney (contained in signature page)
 

Undertakings
------------


  (a) The undersigned registrant hereby undertakes:

  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 Act;

  (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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

  2.  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered 

                                       8
<PAGE>
 
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 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

  (c)  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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 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.

                                       9
<PAGE>
 
                                  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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montvale, State of New Jersey, on December 23, 1998.


                                        BUTLER INTERNATIONAL, INC.


                                        By: /s/ Warren F. Brecht
                                            --------------------
                                            Warren F. Brecht, Secretary



                               POWER OF ATTORNEY


  We, the undersigned officers and directors of Butler International, Inc.,
hereby severally and individually constitute and appoint Warren F. Brecht and
Michael C. Hellriegel, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8, and all instruments necessary or advisable
in connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and other instruments.

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

Name                          Title                           Date
----                          -----                           ---- 

/s/ Edward M. Kopko           Chairman and Chief              December 23, 1998
----------------------        Executive Officer                               
Edward M. Kopko               (Principal Executive Officer)                   

                                       10
<PAGE>
 
Name                          Title                           Date
----                          -----                           ---- 
 
/s/ Michael C. Hellriegel     Senior Vice President and       December 23, 1998
-------------------------     Chief Financial Officer                 
Michael C. Hellriegel         (Principal Financial Officer)           
                              (Principal Accounting Officer)          
 
/s/ Warren F. Brecht          Secretary                       December 23, 1998 
---------------------                                                 
Warren F. Brecht
 
/s/ Frederick H. Kopko, Jr.   Director                        December 23, 1998 
---------------------------                                   
Frederick H. Kopko, Jr.
 
/s/ Hugh G. McBreen           Director                        December 23, 1998 
--------------------                                                  
Hugh G. McBreen
 
/s/ John F. Hegarty           Director                        December 23, 1998 
--------------------                                                  
John F. Hegarty
 
/s/ Nikhil S. Nagaswami       Director                        December 23, 1998 
-------------------------          
Nikhil S. Nagaswami                                                           
 

                                       11
<PAGE>
 
                                 EXHIBIT INDEX


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

5              Opinion of Legal Counsel

23             Consent of Deloitte & Touche LLP

24             Power of Attorney (contained in signature page)

                                       12
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28793}]
{"company-data": {"conformed-name": "BUTLER INTERNATIONAL INC /MD/", "cik": "0000786765", "assigned-sic": "7363", "irs-number": "061154321", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69799", "film-number": "98776851"}, "business-address": {"street1": "110 SUMMIT AVE", "city": "MONTVALE", "state": "NJ", "zip": "07645", "phone": "2015738000"}, "mail-address": {"street1": "110 SUMMIT AVENUE", "street2": "110 SUMMIT AVENUE", "city": "MONTVALE", "state": "NJ", "zip": "07645"}, "former-company": {"former-conformed-name": "NORTH AMERICAN VENTURES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 29, 1998
                                                   Registration No. 333-________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          BUTLER INTERNATIONAL, INC.
      ----------------------------------------------------------------- 
             (Exact name of registrant as specified in it charter)

            Maryland                                     06-1154321
  ------------------------------------------------------------------------  
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)

                 110 Summit Avenue, Montvale, New Jersey 07645
     --------------------------------------------------------------- 
      (Address of Principal Executive Offices)           (Zip Code)

          Butler International, Inc. Non-qualified Stock Option Plan
          ---------------------------------------------------------- 
                           (Full title of the plan)

   Warren F. Brecht, Secretary, Butler International, Inc., 110 Summit Ave.,
   -------------------------------------------------------------------------
                              Montvale, NJ 07645
                              ------------------
                    (Name and address of agent for service)

                                (201) 573-8000
                 --------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
==================================================================================================  
   Title of                                                             
securities to be    Amount to be       Proposed          Proposed           Amount of
  registered        registered      maximum offering     maximum         registration fee
                                    price per unit*      aggregate      
                                                         offering       
                                                          price*
================================================================================================== 
Common Stock,                                                                
$.001 par value      125,000           $22.0625          $2,757,812.50        $766.67
==================================================================================================
--------------------------------

*    Estimated solely for purposes of calculating the registration fee.  The
     average of the high price per share of $23 and low price per share of
     $21.125 quoted by NASDAQ on the National Market System for December 16,
     1998 was $22.0625.
PART I

                            PROSPECTUS FOR RESALES

    The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared in
accordance with the requirements of Part I of Form S-3, as required by General
Instruction C to Form S-8, to be used in connection with resales of non-
restricted securities acquired, prior to the date hereof, under the registrant's
Non-qualified Stock Option Plan by the persons listed in the section entitled
"Selling Security Holder".
PROSPECTUS

                                125,000 SHARES

                          BUTLER INTERNATIONAL, INC.

                                 COMMON STOCK

                           (PAR VALUE $.001 PER SHARE)

    The shares of Common Stock of Butler International, Inc. (the "Company") to
which this Prospectus relates may be offered from time to time by the person
described under "Selling Security Holder," and by the transferees of such
person, at prevailing market prices in the over-the-counter market or otherwise
through registered brokers or dealers.  The Selling Security Holder or such
transferees will pay any brokerage fees or commissions relating to the sales by
them.  See "Plan of Distribution."  The Common Stock is quoted on the NASDAQ
National Market System.

            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.

       THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS".

    The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.

    No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained herein in
connection with the offering contained in this Prospectus and, if given or made,
such information or representation must not be relied upon.  This Prospectus
does not constitute an offering by the Selling Security Holder or any other
person of any securities other than those to which it relates or in any
jurisdiction in which such offering may not lawfully be made.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or the information herein since the date hereof.

                             _____________________

                The date of this Prospectus is December 23, 1998.

                                       1
TABLE OF CONTENTS
 
 
                                                                Page
 
Incorporation by Reference.....................................  2
 
Available Information..........................................  2
 
The Company....................................................  3
 
Risk Factors...................................................  3
 
Selling Security Holder........................................  5
 
Plan of Distribution...........................................  6
 
Indemnification of Directors and Officers......................  7
 

                          INCORPORATION BY REFERENCE

    The Company incorporates by reference into this Prospectus (a) the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 filed with the
Securities and Exchange Commission, (b) all other reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1997 and (c) the description of the Company's Common Stock included
in its registration statement under Section 12 of the Securities Exchange Act of
1934 relating to the Common Stock, including any amendment or report filed for
the purpose of updating that description.  All documents subsequently filed by
the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference in this
Prospectus and to be a part of it from the date of filing of those documents.
Copies of all documents which are incorporated by reference will be provided
without charge to anyone to whom this Prospectus is delivered upon a written or
oral request to Warren F. Brecht at Butler International, Inc., 110 Summit
Avenue, Montvale, New Jersey, 07645, telephone number (201) 573-8000.

                             AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with that Act files reports and other
information with the Securities and Exchange Commission.  All reports, proxy
statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the public 

                                       2
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at Regional Offices of the Commission
located at Northwestern Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois, 60661-2511, and 7 World Trade Center, 13th Floor, New York,
New York 10048, upon payment of the fees prescribed by the Commission. Copies of
such material can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Website (http://www.sec.gov.)
through which the Registration Statement and other information can be retrieved.

                                  THE COMPANY

  The Company, through its subsidiaries, is a leading provider of technical and
professional services to companies worldwide.  The Company provides services on
a contractual basis to clients in a wide variety of industries and service
lines, including aerospace, aircraft, automotive, banking, brokerage, cable TV,
CAD design, computer software, consumer products, courier, electronics, energy,
entertainment, environmental, financial services, fleet services, food
processing, marine, petrochemical, pharmaceutical, quality assurance,
telecommunications, trucking and utilities.  Contract services are utilized by
the Company's clients for staff augmentation, project management, and strategic
outsourcing of particular programs and functions.  As of March 16, 1998, the
Company had more than 6,200 employees, of which 5,700 billable employees provide
services, generally at client facilities, from a network of over 50 offices in
the United States and abroad.  Through its international operations, the Company
currently provides similar services from offices in the United Kingdom.  In
1997, the Company had net sales of $425 million from its domestic and foreign
operations.

  The Company was incorporated in Maryland on November 27, 1985.  The principal
executive offices of the Company are located at 110 Summit Avenue, Montvale, New
Jersey 07645, and its telephone number is (201) 573-8000.  The Company maintains
a Website at http://www.butlerintl.com.

                                 RISK FACTORS

    The Common Stock offered by this Prospectus involves a high degree of risk.
Prior to making this investment, prospective investors should carefully consider
the following risks and speculative factors inherent in and affecting the
business of the Company and this offering.

                                       3
Volatility of Stock Price; Depressive Effect of Future Sales of Common Stock.
  ----------------------------------------------------------------------------  
Trading of the Common Stock has been subject to wide fluctuations in price.  In
addition, the stock market from time to time has experienced extreme price and
volume fluctuations which often have been unrelated to the operating performance
of the companies whose stock is traded.  These broad market fluctuations may
adversely affect the market price of the Common Stock.  In addition, sales of
newly issued Common Stock in the public market (through issuances by the Company
to the public, the resale of Common Stock acquired through Company employee
benefit plans or otherwise) could place downward pressure on the market price of
the Common Stock.

  Role of Management.  To date, the growth and operation of the Company's
  ------------------                                                     
business has been heavily dependent upon the efforts of the Company's Chief
Executive Officer and Chairman of the Board of Directors, Edward M. Kopko.  The
Company's operations could be adversely affected if, for any reason, Mr. Kopko
does not continue to be active in the Company's management.

  Principal Shareholders.  Excluding the effect of the sale of the securities
  ----------------------                                                     
offered hereby, management of the Company controls approximately 34.2% of the
shareholder vote of the Company.  As principal shareholder, management may have
the ability to influence the policies and affairs of the Company to a greater
extent than other shareholders.  Such control could adversely affect the market
price of the Common Stock or delay or prevent a change in control of the
Company.

  Anti-Takeover Considerations.  Certain provisions of the Company's Articles of
  ----------------------------                                                  
Incorporation and Bylaws may have the effect of discouraging, delaying or making
more difficult a change in control of the Company or preventing the removal of
incumbent directors even if some, or a majority, of the Company's stockholders
were to deem such an attempt to be in the best interest of the Company.  Among
other things, the Articles of Incorporation provide for a classified Board of
Directors and require the affirmative vote of holders of at least two-thirds of
the Series B Preferred Stock to approve the creation of debt or certain classes
of preferred stock, or to approve certain amendments to the Company's Articles
of Incorporation.  The Articles of Incorporation also allow the Board of
Directors to issue up to five million shares of Preferred Stock and fix the
rights privileges and preferences of those shares without any further vote or
action by the stockholders.  The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be issued in the future.

                                       4
SELLING SECURITY HOLDER

    The following table sets forth certain information as of December 19, 1998,
with respect to the Selling Security Holder:
Number of                    
                                                                                  Shares of                    
                                                                                 Common Stock                  
                                                                                 Beneficially       Percent of   
                                              Number of         Number of         owned After       Common Stock 
                                              Shares of         Shares of            All            After All    
Selling                                      Common Stock      Common Stock       Registered        Registered   
Security                                     Beneficially       Registered        Shares are        Shares are   
Holder          Position with Company          Owned\1\          Herein              Sold              Sold       
----------   ---------------------------    --------------   ---------------    --------------     -----------
Edward M.      Chief Executive Officer        351,255\2\        125,000\3\        226,255\4\          3.4%
 Kopko        and Chairman of the Board                                                                                  
                   of Directors
---------------------------

\1\  Mr. Kopko also owns 643,806 shares of Series B Preferred Stock, or 22.1%
     of the class. No shares of Series B Preferred Stock are being registered
     herein. Series B Preferred Stock consists of 2,911,818 outstanding shares
     and has one vote per share, convertible into shares of common stock at a
     rate of .285 per share of Series B Preferred Stock.
\2\  Includes 285,733 shares that may be purchased upon exercise of options
     granted under the Company's Stock Option Plans.
\3\  Consists of 125,000 shares that may be purchased upon exercise of non-
     qualified stock options.
\4\  Includes 160,733 shares that may be purchased upon exercise of options
     granted under the Company's Stock Option Plans.

                                       5
Shares of common stock registered herein may also be sold by transferees of
the Selling Security Holder.

  PLAN OF DISTRIBUTION

  The distribution of the Common Stock by the Selling Security Holder or by
transferees of the Selling Security Holder may be effected from time to time in
ordinary brokerage transactions at market prices prevailing at the time of sale
in the over-the-counter market.  The brokers through whom the sales are effected
will be paid usual and customary selling commissions.  The Company will bear all
expenses of the offering, except that the Selling Security Holder and his
transferees will pay any applicable brokerage fees or commissions and transfer
taxes.

  INTERESTS OF NAMED EXPERTS AND COUNSEL

  The firm of McBreen, McBreen & Kopko is issuing an opinion in connection with
the legality of the issuances of shares of common stock under the non-qualified
stock option plan.  Frederick H. Kopko, Jr. and Hugh G. McBreen, two partners of
McBreen, McBreen & Kopko, are directors and substantial shareholders of the
Company.  Messrs. Kopko and McBreen have executed promissory notes to purchase
stock from the Company.  The firm provides legal services to the Company.

  INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section EIGHTH of the Articles of Incorporation authorizes the Company to
provide for indemnification of officers and directors through, among other way,
a provision in its by-laws.  Section 13 of Article III of the Company's By-laws
provides that the registrant shall indemnify its directors and officers from
liabilities and expenses to the fullest extent permitted by the Maryland General
Corporation Law (the "MGCL").  Accordingly, pursuant to the terms of the MGCL as
presently in effect, the Company may indemnify any director unless it is
established that: (i) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; (ii) the director actually received
an improper personal benefit in money, property or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful.  In addition, the Company's By-Laws
require the Company to indemnify each person who is or was a director, officer,
employee or agent of the Company to the fullest extent permitted by the laws of
the State of Maryland in the event he is involved in legal proceedings by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the Company's request as a director, officer,
employee or agent of another corporation, partnership or other enterprise.  The
Company may also advance to such persons expenses incurred in defending a
proceeding to which indemnification 

                                       6
might apply, upon terms and conditions, if any, deemed appropriate by the Board
or Directors upon receipt of an undertaking by or on behalf of such director or
officer to repay all such advanced amounts if it is ultimately determined that
he is not entitled to be indemnified as authorized by the laws of the State of
Maryland.

  Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.

                                       7
PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Exhibits
--------

  5     Opinion of Legal Counsel
        
  23    Consent of Deloitte & Touche LLP
        
  24    Power of Attorney (contained in signature page)
 

Undertakings
------------

  (a) The undersigned registrant hereby undertakes:

  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 Act;

  (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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

  2.  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered 

                                       8
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 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

  (c)  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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 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.

                                       9
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montvale, State of New Jersey, on December 23, 1998.

                                        BUTLER INTERNATIONAL, INC.

                                        By: /s/ Warren F. Brecht
                                            --------------------
                                            Warren F. Brecht, Secretary

                               POWER OF ATTORNEY

  We, the undersigned officers and directors of Butler International, Inc.,
hereby severally and individually constitute and appoint Warren F. Brecht and
Michael C. Hellriegel, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8, and all instruments necessary or advisable
in connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and other instruments.

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

Name                          Title                           Date
----                          -----                           ---- 

/s/ Edward M. Kopko           Chairman and Chief              December 23, 1998
----------------------        Executive Officer                               
Edward M. Kopko               (Principal Executive Officer)                   

                                       10
Name                          Title                           Date
----                          -----                           ---- 
 
/s/ Michael C. Hellriegel     Senior Vice President and       December 23, 1998
-------------------------     Chief Financial Officer                 
Michael C. Hellriegel         (Principal Financial Officer)           
                              (Principal Accounting Officer)          
 
/s/ Warren F. Brecht          Secretary                       December 23, 1998 
---------------------                                                 
Warren F. Brecht
 
/s/ Frederick H. Kopko, Jr.   Director                        December 23, 1998 
---------------------------                                   
Frederick H. Kopko, Jr.
 
/s/ Hugh G. McBreen           Director                        December 23, 1998 
--------------------                                                  
Hugh G. McBreen
 
/s/ John F. Hegarty           Director                        December 23, 1998 
--------------------                                                  
John F. Hegarty
 
/s/ Nikhil S. Nagaswami       Director                        December 23, 1998 
-------------------------          
Nikhil S. Nagaswami                                                           
 

                                       11
EXHIBIT INDEX

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

5              Opinion of Legal Counsel

23             Consent of Deloitte & Touche LLP

24             Power of Attorney (contained in signature page)

                                       12