AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON DECEMBER 20, 2000

                       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.)
      BMA Tower, Penn Valley Park
          (P.O. Box 419917)
       Kansas City, Missouri                              64141-0917
(Address of Principal Executive Offices)                  (Zip Code)

                BUTLER MANUFACTURING COMPANY EXECUTIVE DEFERRED
                               COMPENSATION PLAN
                              (Full Title of Plan)

                                  John W. Huey
                 Vice President, General Counsel and Secretary
                          Butler Manufacturing Company
                          BMA Tower, Penn Valley Park
                               (P.O. Box 419917)
                        Kansas City, Missouri 64141-0917
                                 (816) 968-3000
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                                 Carl W. Struby
                              Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2600
                          Kansas City, Missouri 64108
                                 (816) 460-5834

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                     <C>            <C>                         <C>                           <C>
Title of Securities     Amount Being       Proposed Maximum            Proposed Maximum              Amount of
 Being Registered        Registered    Offering Price per Share    Aggregate Offering Price      Registration Fee

Deferred                 $4,000,000            100%                       $4,000,000(2)                 $1,056
Compensation
Obligations(1)
</TABLE>

(1)  Obligations under the Deferred  Compensation Plan are unsecured obligations
     of the Registrant to pay deferred compensation in accordance with the terms
     of the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) of the Securities Act of 1933, as amended.

<PAGE>

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

   The Section 10(a)  prospectus  relating to the Butler  Manufacturing  Company
Executive   Deferred   Compensation  Plan  (the  "Plan")  is  omitted  from  the
Registration  Statement  pursuant to the Note to  Instructions to Part I of Form
S-8.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The Annual  Report of Butler  Manufacturing  Company (the  "Company") on Form
10-K for the fiscal year ended December 31, 1999, and Quarterly  Reports on Form
10-Q for the quarters  ended March 31, 2000,  June 30, 2000,  and  September 30,
2000  filed  pursuant  to  Section  13 of the  Securities  Exchange  Act of 1934
(the"Exchange Act"), are incorporated by reference herein.

   All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14 or
15(d) of the  Exchange  Act  subsequent  to the  date  hereof  and  prior to the
termination  of the  offering  of the  securities  registered  pursuant  to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  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 superseded, to constitute a part hereof.

Item 4.  Description of Securities.

   Under the Plan, the Company will provide  eligible  employees the opportunity
to enter into  agreements  for the deferral of a specified  percentage  of their
base  salary and a  specified  percentage  or dollar  amount of their  incentive
compensation,  as defined in the Plan. The obligations of the Company under such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
Company to pay in the future the value of the deferred compensation, adjusted to
reflect the performance, whether positive or negative, of investment measurement
options chosen by each participating  employee (each a "Participant") from those
measurement  options made available under the Plan. The description of the terms
and  conditions of the  Obligations  in this Item 4 is qualified by reference to
the Plan, which is incorporated herein by reference.

   The  amount  of  compensation  to be  deferred  by each  Participant  will be
determined in accordance with the Plan, based on elections by each  Participant.
The Obligations for each  Participant will equal the balance in a record keeping
account  established for such  Participant.  Unless restored under the Company's
Supplemental  Benefit Plan, if a Participant's  deferral under the Plan causes a
reduction  in  the  Company's   contribution  under  the  Company's   Individual
Retirement  Asset  Account,  the Company  will credit the  Participant's  record
keeping account under


                                       2
<PAGE>

the Plan in the amount of such  reduction as of December 31 of the year in which
such reduction occurs.

   The Obligations will be indexed,  as provided in the Plan, to the performance
of one or more investment  alternatives  individually chosen by each Participant
from  a  list  of at  least  two  investment  alternatives.  Each  Participant's
Obligations  will be adjusted to reflect the  performance,  whether  positive or
negative, of the selected investment alternatives, including any appreciation or
depreciation.  The Obligations  will be denominated and payable in United States
dollars.  The Company will not actually invest the deferred  compensation in the
types of investment indices specified by the Participants.

   The Plan will be administered by members of an administrative  committee (the
"Committee"),  which will be  appointed  by, and serve at the  pleasure  of, the
Company.

   A Participant will become immediately vested in any amount credited to his or
her account. The vested balance credited to a Participant's account will be paid
upon  the  earliest  of (i)  the  Participant's  retirement  or  termination  of
employment,  (ii) the Participant's elected distribution date, (iii) a corporate
change in control, as defined in the Plan, (iv) an unforeseen financial hardship
of the  Participant,  in  the  sole  discretion  of the  Committee,  or (v)  the
Participant's death or disability. Depending on the applicable terms of the Plan
and the Participant's  payment  election,  payment of such vested balance may be
made in cash in a lump  sum or in  installments  over a  period  elected  by the
Participant  of up to 180 months.  Upon a change in  control,  as defined in the
Plan,  the Company will pay the  Obligations in a lump sum in cash. In the event
of a Participant's  financial emergency,  the amount of the distribution may not
exceed the lesser of the amount  credited to the  Participant's  record  keeping
account or the amount  reasonably  needed to satisfy  the  unforeseen  financial
emergency.  In the event the Plan is terminated,  the Company may decide, in its
sole discretion, to either pay the Obligations in a lump sum or over such period
of time as determined by the Committee.

   The Obligations are not convertible into another security of the Company. The
Obligations are unsecured general obligations of the Company and rank pari passu
with  other  unsecured  and  unsubordinated  indebtedness  of the  Company.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company.

   The  Company  has  established  a Rabbi trust to help fund the payment of the
Obligations,  but retains  discretion  to determine the amount and timing of any
contributions  to the trust.  The assets of the trust will remain subject to the
claims of the Company's creditors.  The trustee of the trust will be required to
administer the trust in accordance with its terms, but the trustee's obligations
and  authority  are limited to the  amounts  which may be held in the trust from
time to time,  and the trustee  will be subject to the  direction of the Company
with  respect to the  payment of  Obligations.  Accordingly,  the trustee of the
trust does not have any independent  obligation or authority to act on behalf of
any  Participant,  and each Participant will be responsible for acting on his or
her own behalf with  respect  to,  among  other  things,  the giving of notices,
responding to requests for consents, waivers or amendments,  enforcing covenants
and taking action upon default.

                                       3
<PAGE>

   Neither a  Participant  nor any other  person has the right to sell,  assign,
transfer, pledge, hypothecate or otherwise encumber in advance of actual receipt
the amounts,  if any,  payable with respect to Obligations,  all rights to which
are non-assignable and  non-transferable.  No part of the amounts payable by the
Company shall,  prior to actual payment,  be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed by
a Participant to any other person,  nor be  transferable  by operation of law in
the event of a Participant's or any other person's bankruptcy or insolvency.

   The Company may amend the Plan,  but no  amendment  may reduce the value of a
Participant's account on the effective date of the amendment.

Item 5.  Interests of Named Experts and Counsel.

   John W. Huey, Vice  President,  General Counsel and Secretary of the Company,
has given an opinion to the Company opining as to the validity of the securities
being issued  pursuant to the Plan.  Mr. Huey is eligible to  participate in the
Plan.

Item 6.  Indemnification of Directors and Officers.

   Section  145 of the  General  Corporation  Law of the State of  Delaware,  as
amended (the "DGCL"),  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 Company  and,  with  respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his or her  conduct  was  unlawful.  The DGCL 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 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 DGCL, 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

                                        4

<PAGE>

another  enterprise,  shall be  indemnified by the Company to the fullest extent
authorized  by the DGCL;  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     Butler Manufacturing Company Executive Deferred Compensation Plan.

   *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

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,

                                       5
<PAGE>

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.

                                        6
<PAGE>

                                   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 19th day of December, 2000.


                                                BUTLER MANUFACTURING COMPANY


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


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/ Donald H. Pratt*         Director and Chairman of          December 19, 2000
Donald H. Pratt              the Board

/s/ John J. Holland*         Director, President and           December 19, 2000
John J. Holland              Chief Executive Officer
                             (Principal Executive Officer)

/s/ Larry C. Miller*         Vice President-Finance            December 19, 2000
Larry C. Miller              (Principal Financial Officer)

/s/ John T. Cole*            Controller (Principal             December 19, 2000
John T. Cole                 Accounting Officer)

/s/ K. Dane Brooksher*       Director                          December 19, 2000
K. Dane Brooksher

/s/ Gary M. Christensen*     Director                          December 19, 2000
Gary M. Christensen

                                       7

<PAGE>

Name                         Title                             Date

/s/ Susan F. Davis*          Director                          December 19, 2000
Susan F. Davis

/s/ C.L. William Haw*        Director                          December 19, 2000
C.L. William Haw

/s/ Robert J. Novello*       Director                          December 19, 2000
Robert J. Novello

/s/ Robert J. Reintjes, Sr.* Director                          December 19, 2000
Robert J. Reintjes, Sr.

/s/ Gary L. Tapella*         Director                          December 19, 2000
Gary L. Tapella

/s/ William D. Zollars*      Director                          December 19, 2000
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


                                       8
<PAGE>
                                  EXHIBIT INDEX

   * 4     Butler Manufacturing Company Executive Deferred Compensation Plan.

   * 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



                                        9
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON DECEMBER 20, 2000

                       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.)
      BMA Tower, Penn Valley Park
          (P.O. Box 419917)
       Kansas City, Missouri                              64141-0917
(Address of Principal Executive Offices)                  (Zip Code)

                BUTLER MANUFACTURING COMPANY EXECUTIVE DEFERRED
                               COMPENSATION PLAN
                              (Full Title of Plan)

                                  John W. Huey
                 Vice President, General Counsel and Secretary
                          Butler Manufacturing Company
                          BMA Tower, Penn Valley Park
                               (P.O. Box 419917)
                        Kansas City, Missouri 64141-0917
                                 (816) 968-3000
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                                 Carl W. Struby
                              Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2600
                          Kansas City, Missouri 64108
                                 (816) 460-5834

                        CALCULATION OF REGISTRATION FEE
Title of Securities     Amount Being       Proposed Maximum            Proposed Maximum              Amount of
 Being Registered        Registered    Offering Price per Share    Aggregate Offering Price      Registration Fee

Deferred                 $4,000,000            100%                       $4,000,000(2)                 $1,056
Compensation
Obligations(1)
(1)  Obligations under the Deferred  Compensation Plan are unsecured obligations
     of the Registrant to pay deferred compensation in accordance with the terms
     of the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The Section 10(a)  prospectus  relating to the Butler  Manufacturing  Company
Executive   Deferred   Compensation  Plan  (the  "Plan")  is  omitted  from  the
Registration  Statement  pursuant to the Note to  Instructions to Part I of Form
S-8.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The Annual  Report of Butler  Manufacturing  Company (the  "Company") on Form
10-K for the fiscal year ended December 31, 1999, and Quarterly  Reports on Form
10-Q for the quarters  ended March 31, 2000,  June 30, 2000,  and  September 30,
2000  filed  pursuant  to  Section  13 of the  Securities  Exchange  Act of 1934
(the"Exchange Act"), are incorporated by reference herein.

   All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14 or
15(d) of the  Exchange  Act  subsequent  to the  date  hereof  and  prior to the
termination  of the  offering  of the  securities  registered  pursuant  to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  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 superseded, to constitute a part hereof.

Item 4.  Description of Securities.

   Under the Plan, the Company will provide  eligible  employees the opportunity
to enter into  agreements  for the deferral of a specified  percentage  of their
base  salary and a  specified  percentage  or dollar  amount of their  incentive
compensation,  as defined in the Plan. The obligations of the Company under such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
Company to pay in the future the value of the deferred compensation, adjusted to
reflect the performance, whether positive or negative, of investment measurement
options chosen by each participating  employee (each a "Participant") from those
measurement  options made available under the Plan. The description of the terms
and  conditions of the  Obligations  in this Item 4 is qualified by reference to
the Plan, which is incorporated herein by reference.

   The  amount  of  compensation  to be  deferred  by each  Participant  will be
determined in accordance with the Plan, based on elections by each  Participant.
The Obligations for each  Participant will equal the balance in a record keeping
account  established for such  Participant.  Unless restored under the Company's
Supplemental  Benefit Plan, if a Participant's  deferral under the Plan causes a
reduction  in  the  Company's   contribution  under  the  Company's   Individual
Retirement  Asset  Account,  the Company  will credit the  Participant's  record
keeping account under

                                       2
the Plan in the amount of such  reduction as of December 31 of the year in which
such reduction occurs.

   The Obligations will be indexed,  as provided in the Plan, to the performance
of one or more investment  alternatives  individually chosen by each Participant
from  a  list  of at  least  two  investment  alternatives.  Each  Participant's
Obligations  will be adjusted to reflect the  performance,  whether  positive or
negative, of the selected investment alternatives, including any appreciation or
depreciation.  The Obligations  will be denominated and payable in United States
dollars.  The Company will not actually invest the deferred  compensation in the
types of investment indices specified by the Participants.

   The Plan will be administered by members of an administrative  committee (the
"Committee"),  which will be  appointed  by, and serve at the  pleasure  of, the
Company.

   A Participant will become immediately vested in any amount credited to his or
her account. The vested balance credited to a Participant's account will be paid
upon  the  earliest  of (i)  the  Participant's  retirement  or  termination  of
employment,  (ii) the Participant's elected distribution date, (iii) a corporate
change in control, as defined in the Plan, (iv) an unforeseen financial hardship
of the  Participant,  in  the  sole  discretion  of the  Committee,  or (v)  the
Participant's death or disability. Depending on the applicable terms of the Plan
and the Participant's  payment  election,  payment of such vested balance may be
made in cash in a lump  sum or in  installments  over a  period  elected  by the
Participant  of up to 180 months.  Upon a change in  control,  as defined in the
Plan,  the Company will pay the  Obligations in a lump sum in cash. In the event
of a Participant's  financial emergency,  the amount of the distribution may not
exceed the lesser of the amount  credited to the  Participant's  record  keeping
account or the amount  reasonably  needed to satisfy  the  unforeseen  financial
emergency.  In the event the Plan is terminated,  the Company may decide, in its
sole discretion, to either pay the Obligations in a lump sum or over such period
of time as determined by the Committee.

   The Obligations are not convertible into another security of the Company. The
Obligations are unsecured general obligations of the Company and rank pari passu
with  other  unsecured  and  unsubordinated  indebtedness  of the  Company.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company.

   The  Company  has  established  a Rabbi trust to help fund the payment of the
Obligations,  but retains  discretion  to determine the amount and timing of any
contributions  to the trust.  The assets of the trust will remain subject to the
claims of the Company's creditors.  The trustee of the trust will be required to
administer the trust in accordance with its terms, but the trustee's obligations
and  authority  are limited to the  amounts  which may be held in the trust from
time to time,  and the trustee  will be subject to the  direction of the Company
with  respect to the  payment of  Obligations.  Accordingly,  the trustee of the
trust does not have any independent  obligation or authority to act on behalf of
any  Participant,  and each Participant will be responsible for acting on his or
her own behalf with  respect  to,  among  other  things,  the giving of notices,
responding to requests for consents, waivers or amendments,  enforcing covenants
and taking action upon default.

                                       3
Neither a  Participant  nor any other  person has the right to sell,  assign,
transfer, pledge, hypothecate or otherwise encumber in advance of actual receipt
the amounts,  if any,  payable with respect to Obligations,  all rights to which
are non-assignable and  non-transferable.  No part of the amounts payable by the
Company shall,  prior to actual payment,  be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed by
a Participant to any other person,  nor be  transferable  by operation of law in
the event of a Participant's or any other person's bankruptcy or insolvency.

   The Company may amend the Plan,  but no  amendment  may reduce the value of a
Participant's account on the effective date of the amendment.

Item 5.  Interests of Named Experts and Counsel.

   John W. Huey, Vice  President,  General Counsel and Secretary of the Company,
has given an opinion to the Company opining as to the validity of the securities
being issued  pursuant to the Plan.  Mr. Huey is eligible to  participate in the
Plan.

Item 6.  Indemnification of Directors and Officers.

   Section  145 of the  General  Corporation  Law of the State of  Delaware,  as
amended (the "DGCL"),  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 Company  and,  with  respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his or her  conduct  was  unlawful.  The DGCL 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 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 DGCL, 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

                                        4
another  enterprise,  shall be  indemnified by the Company to the fullest extent
authorized  by the DGCL;  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     Butler Manufacturing Company Executive Deferred Compensation Plan.

   *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

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,

                                       5
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.

                                        6
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 19th day of December, 2000.

                                                BUTLER MANUFACTURING COMPANY

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

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/ Donald H. Pratt*         Director and Chairman of          December 19, 2000
Donald H. Pratt              the Board

/s/ John J. Holland*         Director, President and           December 19, 2000
John J. Holland              Chief Executive Officer
                             (Principal Executive Officer)

/s/ Larry C. Miller*         Vice President-Finance            December 19, 2000
Larry C. Miller              (Principal Financial Officer)

/s/ John T. Cole*            Controller (Principal             December 19, 2000
John T. Cole                 Accounting Officer)

/s/ K. Dane Brooksher*       Director                          December 19, 2000
K. Dane Brooksher

/s/ Gary M. Christensen*     Director                          December 19, 2000
Gary M. Christensen

                                       7
Name                         Title                             Date

/s/ Susan F. Davis*          Director                          December 19, 2000
Susan F. Davis

/s/ C.L. William Haw*        Director                          December 19, 2000
C.L. William Haw

/s/ Robert J. Novello*       Director                          December 19, 2000
Robert J. Novello

/s/ Robert J. Reintjes, Sr.* Director                          December 19, 2000
Robert J. Reintjes, Sr.

/s/ Gary L. Tapella*         Director                          December 19, 2000
Gary L. Tapella

/s/ William D. Zollars*      Director                          December 19, 2000
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

                                       8
EXHIBIT INDEX

   * 4     Butler Manufacturing Company Executive Deferred Compensation Plan.

   * 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

                                        9