As filed with the Securities and Exchange Commission on April 22, 2002

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                          BUTLER MANUFACTURING COMPANY
             (Exact name of registrant as specified in its charter)
                                   -----------

      Delaware                                          44-0188420
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                          BUTLER MANUFACTURING COMPANY
                          STOCK INCENTIVE PLAN OF 2002
                                       AND
                                2002 STOCK OPTION
                                PLAN FOR OUTSIDE
                                    DIRECTORS
                              (Full Title of Plan)

                                  1540 Genessee
                           Kansas City, Missouri 64102
                                 (816) 968-3000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)
                                   -----------
                                  John W. Huey
                  Vice President, General Counsel and Secretary
                          Butler Manufacturing Company
                                  1540 Genessee
                           Kansas City, Missouri 64102
                                 (816) 968-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   -----------
                                 with copies to:
                              Carl W. Struby, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 292-2000
                                   -----------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                     <C>                      <C>
--------------------------------------------------------------------------------------------------------------------------------
            Title of Each                 Amount To Be         Proposed Maximum         Proposed Maximum          Amount of
         Class of Securities            Registered(1)(2)      Offering Price(3)       Aggregate Offering(3)    Registration Fee
          To Be Registered                                        Per Share                   Price
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (4)              319,000                $27.575                 $8,796,425                $810
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

(1) Plus such additional  amount which may result from plan adjustment  amounts,
    stock  dividends  or similar  transactions  with  respect  to  undistributed
    shares.

(2) Of these  shares,  279,000  are being  registered  for sale  under the Stock
    Incentive  Plan of 2002 and 40,000 are being  registered  for sale under the
    2002 Stock Option Plan for Outside Directors.

(3) Pursuant to Rule 457(c) and (h) under the Act, the proposed maximum offering
    price  per share  and the  proposed  maximum  aggregate  offering  price are
    estimated solely for purposes of calculating the  registration  fee, and are
    based upon the average of the high and low prices of the Common Stock of the
    Company as reported on the New York Stock Exchange on April 17, 2002.

(4) Includes one preferred  stock purchase right for each share of Common Stock,
    pursuant to a Rights  Agreement  dated as of September  16, 1998 between the
    Company and UMB Bank,  N.A. Prior to the occurrence of certain  events,  the
    rights will not be  exercisable or evidenced  separately  from the shares of
    Common Stock.

                                       2
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus relating to the Butler  Manufacturing  Company
Stock  Incentive  Plan of 2002 (the "Stock  Incentive  Plan") and the 2002 Stock
Option Plan for Outside  Directors (the "Directors Plan" and  collectively  with
the Stock  Incentive  Plan,  the  "Plans")  are omitted  from this  Registration
Statement pursuant to the Note to Part I of Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part of this
Registration Statement:

     1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2001;

     2. All other reports filed by the Company under  Sections 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since December 31, 2001;

     3. The description of the Company's Common Stock contained in the Company's
Registration  Statement  on Form 8-A  filed  October  18,  1996,  including  any
amendment or report filed for the purpose of updating such description; and

     4. The  description  of preferred  stock  purchase  rights set forth in the
Company's  Registration  Statement  on Form 8-A  filed on  September  23,  1998,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     In addition to the foregoing documents, documents subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c),  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 shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of these  documents.  Any statement  contained  herein or in a document all or a
portion  of which is  incorporated  or deemed to be  incorporated  by  reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement 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 amended, to
constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     John W. Huey,  who has given an opinion  to the  Company  opining as to the
validity  of the  securities  being  issued  pursuant  to  the  Plans,  is  Vice
President,  General  Counsel  and  Secretary  of the  Company and is eligible to
participate  in the Stock  Incentive  Plan.  As of February 20,  2002,  Mr. Huey
beneficially owned 23,593 shares of the Company's Common Stock., of which 18,000
shares were subject to then exercisable  stock options granted under prior plans
of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware  General  Corporation  Law provides  that under
certain  circumstances  a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding whether civil, criminal,  administrative or
investigative  (other than an action by or in the right of the corporation),  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the Company or is or was serving at its  request in such  capacity  for
another corporation or other enterprise,  against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the corporation  and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The Delaware  General  Corporation Law also provides that
(1) a  corporation  may indemnify any such person  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement  of any action or suit by

                                        3

<PAGE>
or in the right of the  corporation  if he or she  acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the corporation,  except that no indemnification is to be made with
respect  to any  matter as to which he or she has been  adjudged  liable  unless
authorized  by the court;  (2) a  corporation  shall  indemnify  any such person
against expenses actually and reasonably  incurred in defense of any such action
(whether or not by or in the right of the  corporation)  if such person has been
successful in defense of the action,  suit or proceeding;  and (3) a corporation
may  purchase  and  maintain  insurance  on behalf of any person who is or was a
director,  officer, employee or agent of another corporation or other enterprise
against any liability  asserted  against such person  incurred by such person in
any such capacity,  or arising out of such person's  status as such,  whether or
not the  corporation  would  otherwise  have the power to indemnify  such person
against such liability.

     Pursuant to the Delaware General  Corporation  Law, the Company's  Restated
Certificate  of  Incorporation  provides that each person who is involved in any
threatened,  pending or completed  action,  suit or  proceeding by reason of the
fact that the person is an officer or director  of the Company or who,  while an
officer or director of the Company, was serving at the request of the Company as
an officer or director of another enterprise (including an employee benefit plan
as a plan fiduciary),  shall be indemnified by the Company to the fullest extent
authorized by the Delaware General  Corporation Law; provided,  that the Company
shall  indemnify a person  seeking  indemnity  in  connection  with a proceeding
initiated by such person only if such  proceeding was authorized by the Board of
Directors;  provided  further,  that the  Company  is not  required  to  provide
indemnity with respect to any claim made against the director or officer (i) for
an  accounting  of  profits  made from the  purchase  or sale by the  officer or
director of securities of the Company within the meaning of Section 16(b) of the
Securities  Exchange  Act of 1934 or (ii) for amounts  paid in  settlement  of a
claim without the consent of the Company.

     The   indemnification   provisions   in  the   Company's   Certificate   of
Incorporation  also entitle an officer or director to obtain payment of expenses
incurred  by such person in  defending  against a  proceeding  in advance of the
outcome if such person  undertakes  in writing to repay such amounts if it shall
ultimately be determined that he or she is not entitled to indemnity.

     The  Company  also has  purchased  a  director's  and  officer's  liability
insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1     Restated  Certificate  of  Incorporation  of  Butler  Manufacturing
             Company  (incorporated by reference to Exhibit 3.1 to the Company's
             Quarterly  Report on Form 10-Q for the fiscal  quarter  ended March
             31, 1996).

     4.2     Bylaws  of  Butler  Manufacturing   Company  as  amended  effective
             November 27, 2001  (incorporated by reference to Exhibit 3.2 to the
             Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
             December 31, 2001).

     4.3     Certificate of Designations of Series A, Class 1 Preferred Stock of
             Butler Manufacturing  Company (incorporated by reference to Exhibit
             A to Exhibit  1.1 to the  Company's  Form 8-A filed  September  23,
             1998).

     4.4     Rights   Agreement   dated   September  16,  1998  between   Butler
             Manufacturing Company and UMB Bank, N.A. which includes the form of
             Rights as Exhibit C  (incorporated  by  reference to Exhibit 1.1 to
             the Company's Form 8-A filed September 23, 1998).

     *4.5    Butler Manufacturing Company Stock Incentive Plan of 2002.

     *4.6    Butler  Manufacturing  Company  2002 Stock  Option Plan for Outside
             Directors.

     *5      Opinion  of  Counsel  as  to  legality  of  the  obligations  being
             registered hereby.

     *23.1   Consent of Arthur Andersen LLP.

     *23.2   Consent of Counsel  (included in the opinion  filed as Exhibit 5 to
             this Registration Statement).

     *24.1   Certified Resolutions of the Board of Directors of the Company.

     *24.2   Powers of  Attorney  executed  by  officers  and  directors  of the
             Company who have signed the Registration Statement.

                                       4
<PAGE>

*  Filed Herewith

ITEM 9. UNDERTAKINGS.

     (a) The Company 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
         Securities Act of 1933;

             (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.

             Provided,  however,  that paragraphs  1.(a)(i) and 1.(a)(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 Company  pursuant to Section 13 or Section 15(d) of the  Securities
         Exchange  Act of  1934  that  are  incorporated  by  reference  in this
         Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
     Securities Act of 1933, each 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  Company  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company'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 this
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 Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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 (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company 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
Company  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.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Kansas City, Missouri, on the 18th day of April, 2002.


                               BUTLER MANUFACTURING COMPANY

                               By:  /s/ John J. Holland*
                                    --------------------
                                    Name:  John J. Holland
                                    Title: Chairman and Chief Executive Officer

                                      5

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                             <C>                                                  <C>
                    Name                                              Title                                         Date

/s/ John J. Holland*                           Director, Chairman and Chief Executive Officer        April 18, 2002
----------------------------------------
John J. Holland                                (Principal Executive Officer)

/s/ Ronald E. Rutledge*                        Director and President                                April 18, 2002
----------------------------------------
Ronald E. Rutledge

/s/ Larry C. Miller*                           Vice President-Finance (Principal Financial Officer)  April 18, 2002
----------------------------------------
Larry C. Miller

/s/ John T. Cole*                              Controller (Principal Accounting Officer)             April 18, 2002
----------------------------------------
John T. Cole

/s/ K. Dane Brooksher*                         Director                                              April 18, 2002
----------------------------------------
K. Dane Brooksher

/s/ Gary M. Christensen*                       Director                                              April 18, 2002
----------------------------------------
Gary M. Christensen

/s/ Susan F. Davis*                            Director                                              April 18, 2002
----------------------------------------
Susan F. Davis

/s/ C.L. William Haw*                          Director                                              April 18, 2002
----------------------------------------
C.L. William Haw

/s/ Robert J. Reintjes, Sr.*                   Director                                              April 18, 2002
----------------------------------------
Robert J. Reintjes, Sr.

/s/ Gary L. Tapella*                           Director                                              April 18, 2002
----------------------------------------
Gary L. Tapella

/s/ William D. Zollars*                        Director                                              April 18, 2002
----------------------------------------
William D. Zollars
</TABLE>

     John  W.  Huey,  by  signing  his  name  hereto,   does  hereby  sign  this
Registration  Statement on behalf of each of the above referenced  directors and
officers of the Company pursuant to a Resolution and powers of attorney executed
by  each  of such  persons  and  filed  herewith  as  Exhibits  24.1  and  24.2,
respectively.


*By    /s/ John W. Huey
       --------------------
           John W. Huey
           Attorney-in-fact

                                       6
<PAGE>

                                 EXHIBIT INDEX

   4.1      Restated   Certificate  of  Incorporation  of  Butler  Manufacturing
            Company  (incorporated  by reference to Exhibit 3.1 to the Company's
            Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
            1996).

   4.2      Bylaws of Butler Manufacturing  Company as amended effective January
            19, 1999  (incorporated by reference to Exhibit 3.2 to the Company's
            Annual  Report on Form 10-K for the fiscal year ended  December  31,
            2001).

   4.3      Certificate of  Designations of Series A, Class 1 Preferred Stock of
            Butler Manufacturing Company (incorporated by reference to Exhibit A
            to Exhibit 1.1 to the Company's Form 8-A filed September 23, 1998).

   4.4      Rights   Agreement   dated   September   16,  1998  between   Butler
            Manufacturing  Company and UMB Bank, N.A. which includes the form of
            Rights as Exhibit C (incorporated by reference to Exhibit 1.1 to the
            Company's Form 8-A filed September 23, 1998).

   *4.5     Butler Manufacturing Company Stock Incentive Plan of 2002.

   *4.6     Butler  Manufacturing  Company  2002 Stock  Option  Plan for Outside
            Directors.

   *5       Opinion  of  Counsel  as  to  legality  of  the  obligations   being
            registered hereby.

   *23.1    Consent of Arthur Andersen LLP.

   *23.2    Consent of Counsel  (included  in the opinion  filed as Exhibit 5 to
            this Registration Statement).

   *24.1    Certified Resolutions of the Board of Directors of the Company.

   *24.2    Powers of Attorney executed by officers and directors of the Company
            who have signed the Registration Statement.

*        Filed Herewith



                                       7

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 23914}]
{"company-data": {"conformed-name": "BUTLER MANUFACTURING CO", "cik": "0000015840", "assigned-sic": "3448", "irs-number": "440188420", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86724", "film-number": "02617284"}, "business-address": {"street1": "BMA TOWER PENN VALLEY PARK", "street2": "P O BOX 419917", "city": "KANSAS CITY", "state": "MO", "zip": "64141", "phone": "8169683000"}, "mail-address": {"street1": "BMA TOWER PENN VALLEY MALL", "street2": "P O BOX 419917", "city": "KANSAS CITY", "state": "MO", "zip": "64141"}}
As filed with the Securities and Exchange Commission on April 22, 2002

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                          BUTLER MANUFACTURING COMPANY
             (Exact name of registrant as specified in its charter)
                                   -----------

      Delaware                                          44-0188420
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                          BUTLER MANUFACTURING COMPANY
                          STOCK INCENTIVE PLAN OF 2002
                                       AND
                                2002 STOCK OPTION
                                PLAN FOR OUTSIDE
                                    DIRECTORS
                              (Full Title of Plan)

                                  1540 Genessee
                           Kansas City, Missouri 64102
                                 (816) 968-3000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)
                                   -----------
                                  John W. Huey
                  Vice President, General Counsel and Secretary
                          Butler Manufacturing Company
                                  1540 Genessee
                           Kansas City, Missouri 64102
                                 (816) 968-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   -----------
                                 with copies to:
                              Carl W. Struby, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 292-2000
                                   -----------
--------------------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
            Title of Each                 Amount To Be         Proposed Maximum         Proposed Maximum          Amount of
         Class of Securities            Registered(1)(2)      Offering Price(3)       Aggregate Offering(3)    Registration Fee
          To Be Registered                                        Per Share                   Price
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (4)              319,000                $27.575                 $8,796,425                $810
--------------------------------------------------------------------------------------------------------------------------------
(1) Plus such additional  amount which may result from plan adjustment  amounts,
    stock  dividends  or similar  transactions  with  respect  to  undistributed
    shares.

(2) Of these  shares,  279,000  are being  registered  for sale  under the Stock
    Incentive  Plan of 2002 and 40,000 are being  registered  for sale under the
    2002 Stock Option Plan for Outside Directors.

(3) Pursuant to Rule 457(c) and (h) under the Act, the proposed maximum offering
    price  per share  and the  proposed  maximum  aggregate  offering  price are
    estimated solely for purposes of calculating the  registration  fee, and are
    based upon the average of the high and low prices of the Common Stock of the
    Company as reported on the New York Stock Exchange on April 17, 2002.

(4) Includes one preferred  stock purchase right for each share of Common Stock,
    pursuant to a Rights  Agreement  dated as of September  16, 1998 between the
    Company and UMB Bank,  N.A. Prior to the occurrence of certain  events,  the
    rights will not be  exercisable or evidenced  separately  from the shares of
    Common Stock.

                                       2
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus relating to the Butler  Manufacturing  Company
Stock  Incentive  Plan of 2002 (the "Stock  Incentive  Plan") and the 2002 Stock
Option Plan for Outside  Directors (the "Directors Plan" and  collectively  with
the Stock  Incentive  Plan,  the  "Plans")  are omitted  from this  Registration
Statement pursuant to the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part of this
Registration Statement:

     1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2001;

     2. All other reports filed by the Company under  Sections 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since December 31, 2001;

     3. The description of the Company's Common Stock contained in the Company's
Registration  Statement  on Form 8-A  filed  October  18,  1996,  including  any
amendment or report filed for the purpose of updating such description; and

     4. The  description  of preferred  stock  purchase  rights set forth in the
Company's  Registration  Statement  on Form 8-A  filed on  September  23,  1998,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     In addition to the foregoing documents, documents subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c),  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 shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of these  documents.  Any statement  contained  herein or in a document all or a
portion  of which is  incorporated  or deemed to be  incorporated  by  reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement 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 amended, to
constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     John W. Huey,  who has given an opinion  to the  Company  opining as to the
validity  of the  securities  being  issued  pursuant  to  the  Plans,  is  Vice
President,  General  Counsel  and  Secretary  of the  Company and is eligible to
participate  in the Stock  Incentive  Plan.  As of February 20,  2002,  Mr. Huey
beneficially owned 23,593 shares of the Company's Common Stock., of which 18,000
shares were subject to then exercisable  stock options granted under prior plans
of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware  General  Corporation  Law provides  that under
certain  circumstances  a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding whether civil, criminal,  administrative or
investigative  (other than an action by or in the right of the corporation),  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the Company or is or was serving at its  request in such  capacity  for
another corporation or other enterprise,  against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the corporation  and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The Delaware  General  Corporation Law also provides that
(1) a  corporation  may indemnify any such person  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement  of any action or suit by

                                        3
or in the right of the  corporation  if he or she  acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the corporation,  except that no indemnification is to be made with
respect  to any  matter as to which he or she has been  adjudged  liable  unless
authorized  by the court;  (2) a  corporation  shall  indemnify  any such person
against expenses actually and reasonably  incurred in defense of any such action
(whether or not by or in the right of the  corporation)  if such person has been
successful in defense of the action,  suit or proceeding;  and (3) a corporation
may  purchase  and  maintain  insurance  on behalf of any person who is or was a
director,  officer, employee or agent of another corporation or other enterprise
against any liability  asserted  against such person  incurred by such person in
any such capacity,  or arising out of such person's  status as such,  whether or
not the  corporation  would  otherwise  have the power to indemnify  such person
against such liability.

     Pursuant to the Delaware General  Corporation  Law, the Company's  Restated
Certificate  of  Incorporation  provides that each person who is involved in any
threatened,  pending or completed  action,  suit or  proceeding by reason of the
fact that the person is an officer or director  of the Company or who,  while an
officer or director of the Company, was serving at the request of the Company as
an officer or director of another enterprise (including an employee benefit plan
as a plan fiduciary),  shall be indemnified by the Company to the fullest extent
authorized by the Delaware General  Corporation Law; provided,  that the Company
shall  indemnify a person  seeking  indemnity  in  connection  with a proceeding
initiated by such person only if such  proceeding was authorized by the Board of
Directors;  provided  further,  that the  Company  is not  required  to  provide
indemnity with respect to any claim made against the director or officer (i) for
an  accounting  of  profits  made from the  purchase  or sale by the  officer or
director of securities of the Company within the meaning of Section 16(b) of the
Securities  Exchange  Act of 1934 or (ii) for amounts  paid in  settlement  of a
claim without the consent of the Company.

     The   indemnification   provisions   in  the   Company's   Certificate   of
Incorporation  also entitle an officer or director to obtain payment of expenses
incurred  by such person in  defending  against a  proceeding  in advance of the
outcome if such person  undertakes  in writing to repay such amounts if it shall
ultimately be determined that he or she is not entitled to indemnity.

     The  Company  also has  purchased  a  director's  and  officer's  liability
insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1     Restated  Certificate  of  Incorporation  of  Butler  Manufacturing
             Company  (incorporated by reference to Exhibit 3.1 to the Company's
             Quarterly  Report on Form 10-Q for the fiscal  quarter  ended March
             31, 1996).

     4.2     Bylaws  of  Butler  Manufacturing   Company  as  amended  effective
             November 27, 2001  (incorporated by reference to Exhibit 3.2 to the
             Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
             December 31, 2001).

     4.3     Certificate of Designations of Series A, Class 1 Preferred Stock of
             Butler Manufacturing  Company (incorporated by reference to Exhibit
             A to Exhibit  1.1 to the  Company's  Form 8-A filed  September  23,
             1998).

     4.4     Rights   Agreement   dated   September  16,  1998  between   Butler
             Manufacturing Company and UMB Bank, N.A. which includes the form of
             Rights as Exhibit C  (incorporated  by  reference to Exhibit 1.1 to
             the Company's Form 8-A filed September 23, 1998).

     *4.5    Butler Manufacturing Company Stock Incentive Plan of 2002.

     *4.6    Butler  Manufacturing  Company  2002 Stock  Option Plan for Outside
             Directors.

     *5      Opinion  of  Counsel  as  to  legality  of  the  obligations  being
             registered hereby.

     *23.1   Consent of Arthur Andersen LLP.

     *23.2   Consent of Counsel  (included in the opinion  filed as Exhibit 5 to
             this Registration Statement).

     *24.1   Certified Resolutions of the Board of Directors of the Company.

     *24.2   Powers of  Attorney  executed  by  officers  and  directors  of the
             Company who have signed the Registration Statement.

                                       4
*  Filed Herewith

ITEM 9. UNDERTAKINGS.

     (a) The Company 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
         Securities Act of 1933;

             (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.

             Provided,  however,  that paragraphs  1.(a)(i) and 1.(a)(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 Company  pursuant to Section 13 or Section 15(d) of the  Securities
         Exchange  Act of  1934  that  are  incorporated  by  reference  in this
         Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
     Securities Act of 1933, each 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  Company  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company'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 this
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 Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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 (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company 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
Company  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.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Kansas City, Missouri, on the 18th day of April, 2002.

                               BUTLER MANUFACTURING COMPANY

                               By:  /s/ John J. Holland*
                                    --------------------
                                    Name:  John J. Holland
                                    Title: Chairman and Chief Executive Officer

                                      5
Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated:
Name                                              Title                                         Date

/s/ John J. Holland*                           Director, Chairman and Chief Executive Officer        April 18, 2002
----------------------------------------
John J. Holland                                (Principal Executive Officer)

/s/ Ronald E. Rutledge*                        Director and President                                April 18, 2002
----------------------------------------
Ronald E. Rutledge

/s/ Larry C. Miller*                           Vice President-Finance (Principal Financial Officer)  April 18, 2002
----------------------------------------
Larry C. Miller

/s/ John T. Cole*                              Controller (Principal Accounting Officer)             April 18, 2002
----------------------------------------
John T. Cole

/s/ K. Dane Brooksher*                         Director                                              April 18, 2002
----------------------------------------
K. Dane Brooksher

/s/ Gary M. Christensen*                       Director                                              April 18, 2002
----------------------------------------
Gary M. Christensen

/s/ Susan F. Davis*                            Director                                              April 18, 2002
----------------------------------------
Susan F. Davis

/s/ C.L. William Haw*                          Director                                              April 18, 2002
----------------------------------------
C.L. William Haw

/s/ Robert J. Reintjes, Sr.*                   Director                                              April 18, 2002
----------------------------------------
Robert J. Reintjes, Sr.

/s/ Gary L. Tapella*                           Director                                              April 18, 2002
----------------------------------------
Gary L. Tapella

/s/ William D. Zollars*                        Director                                              April 18, 2002
----------------------------------------
William D. Zollars
John  W.  Huey,  by  signing  his  name  hereto,   does  hereby  sign  this
Registration  Statement on behalf of each of the above referenced  directors and
officers of the Company pursuant to a Resolution and powers of attorney executed
by  each  of such  persons  and  filed  herewith  as  Exhibits  24.1  and  24.2,
respectively.

*By    /s/ John W. Huey
       --------------------
           John W. Huey
           Attorney-in-fact

                                       6
EXHIBIT INDEX

   4.1      Restated   Certificate  of  Incorporation  of  Butler  Manufacturing
            Company  (incorporated  by reference to Exhibit 3.1 to the Company's
            Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
            1996).

   4.2      Bylaws of Butler Manufacturing  Company as amended effective January
            19, 1999  (incorporated by reference to Exhibit 3.2 to the Company's
            Annual  Report on Form 10-K for the fiscal year ended  December  31,
            2001).

   4.3      Certificate of  Designations of Series A, Class 1 Preferred Stock of
            Butler Manufacturing Company (incorporated by reference to Exhibit A
            to Exhibit 1.1 to the Company's Form 8-A filed September 23, 1998).

   4.4      Rights   Agreement   dated   September   16,  1998  between   Butler
            Manufacturing  Company and UMB Bank, N.A. which includes the form of
            Rights as Exhibit C (incorporated by reference to Exhibit 1.1 to the
            Company's Form 8-A filed September 23, 1998).

   *4.5     Butler Manufacturing Company Stock Incentive Plan of 2002.

   *4.6     Butler  Manufacturing  Company  2002 Stock  Option  Plan for Outside
            Directors.

   *5       Opinion  of  Counsel  as  to  legality  of  the  obligations   being
            registered hereby.

   *23.1    Consent of Arthur Andersen LLP.

   *23.2    Consent of Counsel  (included  in the opinion  filed as Exhibit 5 to
            this Registration Statement).

   *24.1    Certified Resolutions of the Board of Directors of the Company.

   *24.2    Powers of Attorney executed by officers and directors of the Company
            who have signed the Registration Statement.

*        Filed Herewith

                                       7