<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1996  
                                                     Registration No. _________
This Registration Statement also constitutes Post-Effective Amendment No. 7 to 
Registration Statement No. 2-55753, Post Effective Amendment No. 5 to 
Registration Stattement No. 2-63830 and Post Effective Amendment No. 1 to 
Registration Statement No. 33-14464.


                      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 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)
                           STOCK INCENTIVE PLANS AND
                     DIRECTORS STOCK COMPENSATION PROGRAM


                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                         2345 Grand Boulevard, Suite 2600
                            Kansas City, Missouri 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 Class                  Maximum         Aggregate                  
of Securities to be   Amount to be   Offering Price  Offering  Amount of
Registered            Registered(1)  Per Unit(2)     Price(2)  Registration Fee
- -------------------------------------------------------------------------------
Common Stock, 
  no par value..........650,000       $34.25      $22,262,500   $7,677

(1)      Plus such additional amount which may result from plan adjustments, 
stock splits, stock dividends or similar transactions with respect to 
undistributed shares.
<PAGE>
(2)      Pursuant to Rule 457(c) and (h), and solely for purposes of calculating
         the registration fee, the proposed maximum offering price per share and
         the  proposed  maximum  aggregate  offering  price 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 12, 1996.





















































<PAGE>



                                   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 the Butler
Manufacturing  Company  Stock  Incentive  Plans of  1979,  1986 and 1996 and the
Butler Manufacturing  Company Director Stock Compensation Program (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;

         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

         4. 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,
<PAGE>
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,

                                    R-1

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
<PAGE>
or officers for such losses.

         Under certain  employee  benefit plans of the Company,  the Company has
agreed  to  indemnify  and  save  harmless  the  members  of the  administrative
committees  of such  plans  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 Plans.  The members of such committees
normally include directors and officers of the Company.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

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

         (b)  Not Applicable.  The Plans are not qualified under Section 401 of
the Internal Revenue Code.

                                    R-2

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; and

                           (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.

<PAGE>
                   (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 16th day
of April, 1996.

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

         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 16, 1996
Robert H. West                 Executive Officer and Director)
s/John J. Holland
___________________________    Vice President - Finance          April 16, 1996
John J. Holland                (Principal Financial Officer),
<PAGE>
s/John T. Cole
__________________________     Controller (Principal             April 16, 1996
John T. Cole                   Accounting Officer)
s/Harold G. Bernthal*
___________________________    Director                          April 16, 1996
Harold G. Bernthal
s/Robert E. Cook*
___________________________    Director                          April 16, 1996
Robert E. Cook
s/Alan M. Hallene*
___________________________    Director                          April 16, 1996
Alan M. Hallene
s/C.L. William Haw*
___________________________    Director                          April 16, 1996
C.L. William Haw
s/George E. Powell, Jr.*
___________________________    Director                          April 16, 1996
George E. Powell, Jr.
s/Donald H. Pratt
___________________________    Director                          April 16, 1996
Donald H. Pratt
s/Robert J. Reintjes, Sr.*
___________________________    Director                          April 16, 1996
Robert J. Reintjes, Sr.
s/Judith A. Rogala*
___________________________    Director                          April 16, 1996
Judith A. Rogala

Richard O.  Ballentine,  by  signing  his name  hereto,  does  hereby  sign this
Registration  Statement on behalf of each of the above referenced  directors and
officers  of the  Registrant  pursuant  to a  Resolution  and powers of attorney
executed by each of such persons and filed herewith as Exhibits 24(a) and 24(b),
respectively.
      s/Richard O. Ballentine
* By _____________________                                        April 16, 1996
     Richard O. Ballentine, Attorney-in-fact



                                    R-4



















<PAGE>





                                EXHIBIT INDEX



Exhibit
Number                              Description

 4(a)   Copy of Butler Manufacturing Company Stock Incentive Plan of 1996.

 4(b)   Copy of Butler Manufacturing Company Director Stock Compensation 
        Program.

 4(c)   Copy of Butler Manufacturing Company Stock Incentive Plan of 1987, as 
        amended (incorporated by reference to Exhibit 10.1 to the Company's 
        Form 10-K for the year ended December 31, 1990).

 4(d)   Copy of Butler Manufacturing Company Stock Incentive Plan of 1979, as
        amended (incorporated by reference to Exhibit 10.2 to the Company's 
        Form 10-K for the year ended December 31, 1990).

 5      Opinion of Lathrop & Gage L.C. concerning the legality of the 
        securities being registered.

 23(a)  Consent of Lathrop & Gage L.C. (incorporated by reference to Exhibit 5).

 23(b)  Consent of KPMG Peat Marwick LLP.

 24(a)  Certified Resolutions of the Executive Committee of the Board of 
        Directors of the Company.

 24(b)  Powers of Attorney executed by officers and directors of Registrant who
        have signed the Registration Statement.



                                    















                                     R-5


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19621}]
{"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": "333-02557", "film-number": "96547769"}, "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 17, 1996  
                                                     Registration No. _________
This Registration Statement also constitutes Post-Effective Amendment No. 7 to 
Registration Statement No. 2-55753, Post Effective Amendment No. 5 to 
Registration Stattement No. 2-63830 and Post Effective Amendment No. 1 to 
Registration Statement No. 33-14464.

                      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 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)
                           STOCK INCENTIVE PLANS AND
                     DIRECTORS STOCK COMPENSATION PROGRAM

                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                         2345 Grand Boulevard, Suite 2600
                            Kansas City, Missouri 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 Class                  Maximum         Aggregate                  
of Securities to be   Amount to be   Offering Price  Offering  Amount of
Registered            Registered(1)  Per Unit(2)     Price(2)  Registration Fee
- -------------------------------------------------------------------------------
Common Stock, 
  no par value..........650,000       $34.25      $22,262,500   $7,677

(1)      Plus such additional amount which may result from plan adjustments, 
stock splits, stock dividends or similar transactions with respect to 
undistributed shares.
(2)      Pursuant to Rule 457(c) and (h), and solely for purposes of calculating
         the registration fee, the proposed maximum offering price per share and
         the  proposed  maximum  aggregate  offering  price 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 12, 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 the Butler
Manufacturing  Company  Stock  Incentive  Plans of  1979,  1986 and 1996 and the
Butler Manufacturing  Company Director Stock Compensation Program (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;

         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

         4. 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,

                                    R-1

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 certain  employee  benefit plans of the Company,  the Company has
agreed  to  indemnify  and  save  harmless  the  members  of the  administrative
committees  of such  plans  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 Plans.  The members of such committees
normally include directors and officers of the Company.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

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

         (b)  Not Applicable.  The Plans are not qualified under Section 401 of
the Internal Revenue Code.

                                    R-2

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; and

                           (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 16th day
of April, 1996.

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

         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 16, 1996
Robert H. West                 Executive Officer and Director)
s/John J. Holland
___________________________    Vice President - Finance          April 16, 1996
John J. Holland                (Principal Financial Officer),
s/John T. Cole
__________________________     Controller (Principal             April 16, 1996
John T. Cole                   Accounting Officer)
s/Harold G. Bernthal*
___________________________    Director                          April 16, 1996
Harold G. Bernthal
s/Robert E. Cook*
___________________________    Director                          April 16, 1996
Robert E. Cook
s/Alan M. Hallene*
___________________________    Director                          April 16, 1996
Alan M. Hallene
s/C.L. William Haw*
___________________________    Director                          April 16, 1996
C.L. William Haw
s/George E. Powell, Jr.*
___________________________    Director                          April 16, 1996
George E. Powell, Jr.
s/Donald H. Pratt
___________________________    Director                          April 16, 1996
Donald H. Pratt
s/Robert J. Reintjes, Sr.*
___________________________    Director                          April 16, 1996
Robert J. Reintjes, Sr.
s/Judith A. Rogala*
___________________________    Director                          April 16, 1996
Judith A. Rogala

Richard O.  Ballentine,  by  signing  his name  hereto,  does  hereby  sign this
Registration  Statement on behalf of each of the above referenced  directors and
officers  of the  Registrant  pursuant  to a  Resolution  and powers of attorney
executed by each of such persons and filed herewith as Exhibits 24(a) and 24(b),
respectively.
      s/Richard O. Ballentine
* By _____________________                                        April 16, 1996
     Richard O. Ballentine, Attorney-in-fact

                                    R-4
EXHIBIT INDEX

Exhibit
Number                              Description

 4(a)   Copy of Butler Manufacturing Company Stock Incentive Plan of 1996.

 4(b)   Copy of Butler Manufacturing Company Director Stock Compensation 
        Program.

 4(c)   Copy of Butler Manufacturing Company Stock Incentive Plan of 1987, as 
        amended (incorporated by reference to Exhibit 10.1 to the Company's 
        Form 10-K for the year ended December 31, 1990).

 4(d)   Copy of Butler Manufacturing Company Stock Incentive Plan of 1979, as
        amended (incorporated by reference to Exhibit 10.2 to the Company's 
        Form 10-K for the year ended December 31, 1990).

 5      Opinion of Lathrop & Gage L.C. concerning the legality of the 
        securities being registered.

 23(a)  Consent of Lathrop & Gage L.C. (incorporated by reference to Exhibit 5).

 23(b)  Consent of KPMG Peat Marwick LLP.

 24(a)  Certified Resolutions of the Executive Committee of the Board of 
        Directors of the Company.

 24(b)  Powers of Attorney executed by officers and directors of Registrant who
        have signed the Registration Statement.

                                    

                                     R-5