<PAGE>
                                                   Registration No.___________
As filed with the Securities and Exchange Commission on April 4, 1996     

                  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                                48-0188420
(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)          Identification Number)
BMA Tower, Penn Valley Park (P.O. Box 419917), Kansas City, Missouri 64141-0917
                          (816) 968-3000
(Address,  including zip code, and telephone number,  including area code, of
              registrant's principal executive offices)

                    EMPLOYEE SAVINGS TRUSTS


                     John H. Calvert, Esq.
                      Lathrop & Gage L.C.
               2345 Grand Avenue, Suite 2600
                    Kansas City, MO  64108
                        (816) 472-3220
(Name, address, including zip code, and telephone number, including area code,
                    of agent for service)

                        Copies to:
                    Richard O. Ballentine
        Vice President, General Counsel and Secretary
                Butler Manufacturing Company
                BMA Tower, Penn Valley Park
                     (P.O. Box 419917)
             Kansas City, Missouri 64141-0917
                      (816) 968-3206

              CALCULATION OF REGISTRATION FEE

                                       Proposed
                       Proposed         Maximum
Title of Each           Maximum        Aggregate
Class of Securities   Amount to be   Offering Price   Offering    Amount of
to be Registered     Registered(1)    Per Unit(2)     Price(2) Registration Fee
- -------------------------------------------------------------------------------

Common Stock,
no par value............300,000         $33.25      $9,975,000      $3,440

(1)      Pursuant to Rule 416 under the Securities Act of 1933 (the "Act"), this
         Registration  Statement  covers,  in  addition  to the shares of Common
         Stock stated  above,  interests in the three  Employee  Savings  Trusts
         ("Plans")  that  constitute  separate  securities  of an  indeterminant
         amount and an  indeterminate  number of shares of Common Stock which by
<PAGE>
         reason of certain  events such as stock splits,  may become  subject to
         the Plans.
(2)      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, do not take into account plan interests being registered,  and are
         based upon the  average of the high and low prices of the Common  Stock
         of the Registrant as reported by the National Association of Securities
         Dealers,
              Inc. Automated Quotation System ("NASDAQ") on April, 1996.


                                 PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference

         This  Registration  Statement  covers the  offering of Common  Stock of
Butler Manufacturing  Company (the "Company" or "Registrant") under three 401(k)
Plans sponsored by the Company (the "Plans"): the BUTLER EMPLOYEE SAVINGS TRUST,
the GALESBURG HOURLY EMPLOYEE SAVINGS TRUST, and the BIRMINGHAM  HOURLY EMPLOYEE
SAVINGS  TRUST,  as well as interests in each of the Plans.  The Company  hereby
incorporates by reference the following documents:

         1. The Company's Annual Report on Form 10-K for the year ended December
31,  1995 (An  annual  report on Form  11-K has not been  filed and is not being
filed  concurrently  herewith  on behalf of the Plans  since the Plans  have not
previously  been  subject to the  reporting  requirements  of Section  15(d) and
because  the 401-K  provisions  of the Plans  that  permit  the use of  employee
contributions  for the purchase of the Company's  Common Stock,  which in effect
constitute  separate plans and which  necessitates the registration of interests
in the plan, have not been in existence for at least 90 days prior to the filing
of this  Registration  Statement  (See Eastman  Kodak  Company no action  letter
publicly available February 6, 1984);

         2. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

         3.  The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated September 23, 1988, as amended
by Amendment No. 1 on Form 8, dated  October 27, 1988 and Amendment No. 2 on 
Form 8, dated June 27, 1990; and

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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 such
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.
<PAGE>
Item 4.   Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides  that a  corporation  may  indemnify  any  director or officer  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with any
threatened,  pending or completed  action,  suit or proceedings,  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 is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  or other  enterprise,  if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation and, with respect to any criminal  action,  if such
person had no reasonable cause to believe his conduct was unlawful.  The statute
also  provides that (1) a  corporation  may  indemnify  any such person  against
expenses  actually and  reasonably  incurred by him in connection  with any such
action by or in the right of the  corporation if he acted in good faith and in a
manner he 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 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; 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  DGCL  the  Company's  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 of a Company  subsidiary  or  enterprise
(including  an  employee  benefit  plan as a plan  fiduciary)  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,  shall be  indemnified  by the
Corporation to the fullest  extent  authorized by the DGCL;  provided,  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  Corporation
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 him in defending  against a proceeding  in advance of the outcome if
he  undertakes  in  writing  to repay such  amounts  if it shall  ultimately  be
determined that he is not entitled to indemnity.
<PAGE>
         Under a director's and officer's  liability  insurance policy purchased
by the Company,  the insurer is generally  obligated to pay,  subject to certain
limits,  deductibles,  exceptions  and  exclusions,  on behalf of  officers  and
directors of the Company  claims made against  such  directors  and officers for
losses (as defined) caused by any negligent act, any error,  any omission or any
breach of duty while acting in their  capacities as directors or officers of the
Company,  any of its subsidiaries or as members of the Administrative  Committee
of the Plan or any matter claimed against them solely by reason of their holding
such offices. Under the policy the insurer is also obligated to pay on behalf of
the Company such claims made against the Company's  directors and officers which
the Company may be required or permitted to pay as indemnities due the directors
or officers for such losses.

         Under the Plan the Company has agreed to  indemnify  and save  harmless
the members of the  Administrative  Committee  from and against any and all loss
resulting  from  liability  to which the  Committee  members may be subjected by
reason of any act or conduct (except willful  misconduct or gross negligence) in
their official  capacities in the administration of the Plan. The members of the
Committee consist of directors and officers of the Company.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

                                                            R-2

Item 8.  Exhibits

         (a)  Exhibits are listed on the Exhibit Index to this Registration
Statement.

         (b) The  Registrant  will submit the Plans,  as amended to the Internal
Revenue  Service  in a timely  manner  for a  determination  that the  Plans are
qualified  under  Section 401 of the Internal  Revenue  Code,  and will make all
changes required by the IRS in order to qualify the Plans.

Item 9.  Undertakings

         (a)       The 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 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 (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and the
<PAGE>
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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

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

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

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  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 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 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.
                                  R-3



                              SIGNATURES

         Pursuant to  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 Kansas City,  State of Missouri,  on this 1st day of
April, 1996.

                                        BUTLER MANUFACTURING COMPANY
                                             s/Robert H. West
                                       By _______________________________
                                           Robert H. West
                                           Chairman of the Board



<PAGE>
                          POWER OF ATTORNEY

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

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

         Name                            Title                     Date
s/Robert H. West
___________________________  Chairman of the Board Principal    April 1, 1996
Robert H. West               Executive Officer and Director)
s/John H. Holland
___________________________  Vice President - Finance           April 1, 1996
John J. Holland             (Principal Financial Officer),
s/John T. Cole
__________________________   Controller (Principal              April 1, 1996
John T. Cole                 Accounting Officer)

___________________________  Director                     _____________, 1996
Harold G. Bernthal

___________________________  Director                    ______________, 1996
Robert E. Cook

___________________________  Director                    ______________, 1996
Alan M. Hallene
s/C.L. William Haw
___________________________  Director                           April 1, 1996
C.L. William Haw
s/George E. Powell
___________________________  Director                           April 1, 1996
George E. Powell
s/Donald H. Pratt
___________________________  Director                           April 1, 1996
Donald H. Pratt
s/Robert J. Reintjes
___________________________  Director                           April 1, 1996
Robert J. Reintjes, Sr.

___________________________  Director                    ______________, 1996
Judith A. Rogala
                                  R-4



<PAGE>

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Chairman of the  Administrative  Committee of each of the Plans have duly caused
this  registration  statement  to be  signed  on the  behalf of each Plan by the
undersigned,  thereunto duly  authorized,  in the City of Kansas City,  State of
Missouri, on this 1st day of April, 1996.

                               BUTLER EMPLOYEE SAVINGS TRUST

                                 s/Robert H. West
                            By___________________________
                              Robert H. West, Chairman of the
                              Administrative Committee

                               BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST

                                 s/Robert H. West
                            By___________________________
                               Robert H. West, Chairman of the
                               Administrative Committee

                               GALESBURG HOURLY EMPLOYEE SAVINGS TRUST

                                 s/Robert H. West
                            By___________________________
                               Robert H. West, Chairman of the
                               Administrative Committee





















                                R-5
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Registration No.___________
As filed with the Securities and Exchange Commission on April 4, 1996     

                  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                                48-0188420
(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)          Identification Number)
BMA Tower, Penn Valley Park (P.O. Box 419917), Kansas City, Missouri 64141-0917
                          (816) 968-3000
(Address,  including zip code, and telephone number,  including area code, of
              registrant's principal executive offices)

                    EMPLOYEE SAVINGS TRUSTS

                     John H. Calvert, Esq.
                      Lathrop & Gage L.C.
               2345 Grand Avenue, Suite 2600
                    Kansas City, MO  64108
                        (816) 472-3220
(Name, address, including zip code, and telephone number, including area code,
                    of agent for service)

                        Copies to:
                    Richard O. Ballentine
        Vice President, General Counsel and Secretary
                Butler Manufacturing Company
                BMA Tower, Penn Valley Park
                     (P.O. Box 419917)
             Kansas City, Missouri 64141-0917
                      (816) 968-3206

              CALCULATION OF REGISTRATION FEE

                                       Proposed
                       Proposed         Maximum
Title of Each           Maximum        Aggregate
Class of Securities   Amount to be   Offering Price   Offering    Amount of
to be Registered     Registered(1)    Per Unit(2)     Price(2) Registration Fee
- -------------------------------------------------------------------------------

Common Stock,
no par value............300,000         $33.25      $9,975,000      $3,440

(1)      Pursuant to Rule 416 under the Securities Act of 1933 (the "Act"), this
         Registration  Statement  covers,  in  addition  to the shares of Common
         Stock stated  above,  interests in the three  Employee  Savings  Trusts
         ("Plans")  that  constitute  separate  securities  of an  indeterminant
         amount and an  indeterminate  number of shares of Common Stock which by
reason of certain  events such as stock splits,  may become  subject to
         the Plans.
(2)      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, do not take into account plan interests being registered,  and are
         based upon the  average of the high and low prices of the Common  Stock
         of the Registrant as reported by the National Association of Securities
         Dealers,
              Inc. Automated Quotation System ("NASDAQ") on April, 1996.

                                 PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference

         This  Registration  Statement  covers the  offering of Common  Stock of
Butler Manufacturing  Company (the "Company" or "Registrant") under three 401(k)
Plans sponsored by the Company (the "Plans"): the BUTLER EMPLOYEE SAVINGS TRUST,
the GALESBURG HOURLY EMPLOYEE SAVINGS TRUST, and the BIRMINGHAM  HOURLY EMPLOYEE
SAVINGS  TRUST,  as well as interests in each of the Plans.  The Company  hereby
incorporates by reference the following documents:

         1. The Company's Annual Report on Form 10-K for the year ended December
31,  1995 (An  annual  report on Form  11-K has not been  filed and is not being
filed  concurrently  herewith  on behalf of the Plans  since the Plans  have not
previously  been  subject to the  reporting  requirements  of Section  15(d) and
because  the 401-K  provisions  of the Plans  that  permit  the use of  employee
contributions  for the purchase of the Company's  Common Stock,  which in effect
constitute  separate plans and which  necessitates the registration of interests
in the plan, have not been in existence for at least 90 days prior to the filing
of this  Registration  Statement  (See Eastman  Kodak  Company no action  letter
publicly available February 6, 1984);

         2. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

         3.  The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated September 23, 1988, as amended
by Amendment No. 1 on Form 8, dated  October 27, 1988 and Amendment No. 2 on 
Form 8, dated June 27, 1990; and

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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 such
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

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides  that a  corporation  may  indemnify  any  director or officer  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with any
threatened,  pending or completed  action,  suit or proceedings,  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 is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  or other  enterprise,  if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation and, with respect to any criminal  action,  if such
person had no reasonable cause to believe his conduct was unlawful.  The statute
also  provides that (1) a  corporation  may  indemnify  any such person  against
expenses  actually and  reasonably  incurred by him in connection  with any such
action by or in the right of the  corporation if he acted in good faith and in a
manner he 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 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; 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  DGCL  the  Company's  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 of a Company  subsidiary  or  enterprise
(including  an  employee  benefit  plan as a plan  fiduciary)  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,  shall be  indemnified  by the
Corporation to the fullest  extent  authorized by the DGCL;  provided,  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  Corporation
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 him in defending  against a proceeding  in advance of the outcome if
he  undertakes  in  writing  to repay such  amounts  if it shall  ultimately  be
determined that he is not entitled to indemnity.
Under a director's and officer's  liability  insurance policy purchased
by the Company,  the insurer is generally  obligated to pay,  subject to certain
limits,  deductibles,  exceptions  and  exclusions,  on behalf of  officers  and
directors of the Company  claims made against  such  directors  and officers for
losses (as defined) caused by any negligent act, any error,  any omission or any
breach of duty while acting in their  capacities as directors or officers of the
Company,  any of its subsidiaries or as members of the Administrative  Committee
of the Plan or any matter claimed against them solely by reason of their holding
such offices. Under the policy the insurer is also obligated to pay on behalf of
the Company such claims made against the Company's  directors and officers which
the Company may be required or permitted to pay as indemnities due the directors
or officers for such losses.

         Under the Plan the Company has agreed to  indemnify  and save  harmless
the members of the  Administrative  Committee  from and against any and all loss
resulting  from  liability  to which the  Committee  members may be subjected by
reason of any act or conduct (except willful  misconduct or gross negligence) in
their official  capacities in the administration of the Plan. The members of the
Committee consist of directors and officers of the Company.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

                                                            R-2

Item 8.  Exhibits

         (a)  Exhibits are listed on the Exhibit Index to this Registration
Statement.

         (b) The  Registrant  will submit the Plans,  as amended to the Internal
Revenue  Service  in a timely  manner  for a  determination  that the  Plans are
qualified  under  Section 401 of the Internal  Revenue  Code,  and will make all
changes required by the IRS in order to qualify the Plans.

Item 9.  Undertakings

         (a)       The 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 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 (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and 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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

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

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

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  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 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 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.
                                  R-3

                              SIGNATURES

         Pursuant to  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 Kansas City,  State of Missouri,  on this 1st day of
April, 1996.

                                        BUTLER MANUFACTURING COMPANY
                                             s/Robert H. West
                                       By _______________________________
                                           Robert H. West
                                           Chairman of the Board
POWER OF ATTORNEY

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

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

         Name                            Title                     Date
s/Robert H. West
___________________________  Chairman of the Board Principal    April 1, 1996
Robert H. West               Executive Officer and Director)
s/John H. Holland
___________________________  Vice President - Finance           April 1, 1996
John J. Holland             (Principal Financial Officer),
s/John T. Cole
__________________________   Controller (Principal              April 1, 1996
John T. Cole                 Accounting Officer)

___________________________  Director                     _____________, 1996
Harold G. Bernthal

___________________________  Director                    ______________, 1996
Robert E. Cook

___________________________  Director                    ______________, 1996
Alan M. Hallene
s/C.L. William Haw
___________________________  Director                           April 1, 1996
C.L. William Haw
s/George E. Powell
___________________________  Director                           April 1, 1996
George E. Powell
s/Donald H. Pratt
___________________________  Director                           April 1, 1996
Donald H. Pratt
s/Robert J. Reintjes
___________________________  Director                           April 1, 1996
Robert J. Reintjes, Sr.

___________________________  Director                    ______________, 1996
Judith A. Rogala
                                  R-4
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Chairman of the  Administrative  Committee of each of the Plans have duly caused
this  registration  statement  to be  signed  on the  behalf of each Plan by the
undersigned,  thereunto duly  authorized,  in the City of Kansas City,  State of
Missouri, on this 1st day of April, 1996.

                               BUTLER EMPLOYEE SAVINGS TRUST

                                 s/Robert H. West
                            By___________________________
                              Robert H. West, Chairman of the
                              Administrative Committee

                               BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST

                                 s/Robert H. West
                            By___________________________
                               Robert H. West, Chairman of the
                               Administrative Committee

                               GALESBURG HOURLY EMPLOYEE SAVINGS TRUST

                                 s/Robert H. West
                            By___________________________
                               Robert H. West, Chairman of the
                               Administrative Committee

                                R-5