As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 33-             
                                                                  

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
                                        

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1995
                                        

BUTLER NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota    
(State or other jurisdiction of Incorporation of organization)
                                              
41-0834293
(I.R.S. Employer Identification No.)

1546 E. Spruce Rd.
Olathe, KS  66061          
(Address of Principal Executive Offices and zip code)

                                     
BUTLER NATIONAL CORPORATION
1995 NONQUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
                                       
Clark D. Stewart
President
Butler National Corporation
1546 E. Spruce Rd.
Olathe, KS  66061
(913) 780-9595
(Name, address, including zip code and telephone number of agent for service)

Copy to:

James P. Pryde, Esq.
Bryan Cave LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, MO  64105
(816) 374-3200
                         

This Form S-8 consists of 14 pages (including exhibits). 
The index to exhibits is set forth
on page 4.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE                                  
               Proposed   Proposed
Title of     Maximum   Maximum
Securities   Amount     Offering    Aggregate  Amount of
to be         to be         Price        Offering    Registration
Registered  Registered  Per Share  Price        Fee
<S>         <C>         <C>        <C>        <C>            
Common
Stock,     1,500,000      $2.40625      $3,609,375 $1,244.61
$.01 par   shares          <FN1>      <FN1>
value         
<FN>
<FN1> Estimated soley for the purpose of determing the registration fee
pursuant to Rules 457(c) and 457(h) and based upon the average high and low
bid prices of the Company's common stock as reported on NASDAQ Small Cap
Market on June 27, 1996.
</FN>
</TABLE>
PART I

Pursuant to the Note to Part I of Form S-8, the information required by Items
1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
<PAGE>
PART II

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

(a) The Annual Report of the Company on Form 10-K for the calendar year ended
April 30, 1996.

(b) The description of the Company's Common Stock as set forth in the
Company's Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on June 30, 1993 (Reg. No. 33-65254), including any
amendments or reports filed for the purpose of updating such information.

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, 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 in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company's Bylaws provide that the Company shall indemnify any person made
or threatened to be made a party to any proceeding by reason of the former or
present official capacity of the person, provided the person seeking
indemnification meets five criteria set forth in Section 302A.521 of the
Minnesota Business Corporation Act.

Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to
a proceeding by reason of the former or present official capacity of the
person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person: (i) has not been indemnified by
another organization or employee benefit plan for the same expenses with
respect to the same acts or omissions; (ii) acted in good faith; (iii)
received no improper personal benefit and Section 302A.255
(regarding conflicts of interest), if applicable, has been satisfied; (iv)
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (v) in the case of acts or omissions occurring in
the official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions by persons in their capacity
for other organizations, reasonably believed that the conduct was not opposed
to the best interests of the corporation.
<PAGE>

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit                                           Page

4(a)Butler National Corporation 1995
Nonqualified Stock Option Plan                    8-12
5(a) Opinion and Consent of Bryan Cave
as to the legality of the securities being
registered                                         13  
23(a) Consent of Bryan Cave (included in
Exhibit 5(a)                             
23(b) Consent of Arthur Andersen & Co.,
independent public accountants                     14

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act 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,
represents 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.
<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 undersigned 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  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.

(h) 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 connected 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.
<PAGE>
SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Olathe, State of Kansas, on June 27, 1996.

BUTLER NATIONAL CORPORATION
By: CLARK D. STEWART
    Clark D. Stewart, President and
    Chief Executive Officer

                            POWER OF ATTORNEY

 The undersigned officers and directors of Butler National Corporation hereby
constitute and appoint Clark D. Stewart and Stephanie S. Ruskey or either of
them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
us and in our stead, in any and all capacities to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing necessary or advisable to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
hereof.

 Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on June
27, 1996 in the capacities indicated.

Signature                      Title                            Date


CLARK D. STEWART    President,                   June 27, 1996
Clark D. Stewart    Chief Executive Officer  
                    and Director
                    (Principal Executive Officer)

STEPHANIE S. RUSKEY  Vice President &             June 27, 1996      
Stephanie S. Ruskey  Chief Financial Officer
                     (Principal Financial
                     and Accounting Officer)
<PAGE>
Signature   Title    Date

R. WARREN WAGONER  Chairman of the Board   June 27, 1996
R. Warren Wagoner  and Director

WILLIAM E. LOGAN   Director                      June 27, 1996
William E. Logan

WILLIAM A. GRIFFITH Director                    June 27, 1996
William A. Griffith

DAVID B. HAYDEN     Director                    June 27, 1996
David B. Hayden
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11790}]
{"company-data": {"conformed-name": "BUTLER NATIONAL CORP", "cik": "0000015847", "assigned-sic": "5141", "irs-number": "410834293", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07735", "film-number": "96591728"}, "business-address": {"street1": "1546 E SPRUCE RD", "city": "OLATHE", "state": "KS", "zip": "66061", "phone": "9138888585"}, "mail-address": {"street1": "1546 E SPRUCE RD", "city": "OLATHE", "state": "KS", "zip": "66061"}, "former-company": {"former-conformed-name": "NATIONAL CONNECTOR CORP", "date-changed": "19701009"}}
As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 33-             
                                                                  

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
                                        

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1995
                                        

BUTLER NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota    
(State or other jurisdiction of Incorporation of organization)
                                              
41-0834293
(I.R.S. Employer Identification No.)

1546 E. Spruce Rd.
Olathe, KS  66061          
(Address of Principal Executive Offices and zip code)

                                     
BUTLER NATIONAL CORPORATION
1995 NONQUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
                                       
Clark D. Stewart
President
Butler National Corporation
1546 E. Spruce Rd.
Olathe, KS  66061
(913) 780-9595
(Name, address, including zip code and telephone number of agent for service)

Copy to:

James P. Pryde, Esq.
Bryan Cave LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, MO  64105
(816) 374-3200
                         

This Form S-8 consists of 14 pages (including exhibits). 
The index to exhibits is set forth
on page 4.
CALCULATION OF REGISTRATION FEE                                  
               Proposed   Proposed
Title of     Maximum   Maximum
Securities   Amount     Offering    Aggregate  Amount of
to be         to be         Price        Offering    Registration
Registered  Registered  Per Share  Price        Fee
Common
Stock,     1,500,000      $2.40625      $3,609,375 $1,244.61
$.01 par   shares
value
Estimated soley for the purpose of determing the registration fee
pursuant to Rules 457(c) and 457(h) and based upon the average high and low
bid prices of the Company's common stock as reported on NASDAQ Small Cap
Market on June 27, 1996.
PART I

Pursuant to the Note to Part I of Form S-8, the information required by Items
1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
PART II

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

(a) The Annual Report of the Company on Form 10-K for the calendar year ended
April 30, 1996.

(b) The description of the Company's Common Stock as set forth in the
Company's Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on June 30, 1993 (Reg. No. 33-65254), including any
amendments or reports filed for the purpose of updating such information.

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, 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 in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company's Bylaws provide that the Company shall indemnify any person made
or threatened to be made a party to any proceeding by reason of the former or
present official capacity of the person, provided the person seeking
indemnification meets five criteria set forth in Section 302A.521 of the
Minnesota Business Corporation Act.

Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to
a proceeding by reason of the former or present official capacity of the
person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person: (i) has not been indemnified by
another organization or employee benefit plan for the same expenses with
respect to the same acts or omissions; (ii) acted in good faith; (iii)
received no improper personal benefit and Section 302A.255
(regarding conflicts of interest), if applicable, has been satisfied; (iv)
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (v) in the case of acts or omissions occurring in
the official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions by persons in their capacity
for other organizations, reasonably believed that the conduct was not opposed
to the best interests of the corporation.
Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit                                           Page

4(a)Butler National Corporation 1995
Nonqualified Stock Option Plan                    8-12
5(a) Opinion and Consent of Bryan Cave
as to the legality of the securities being
registered                                         13  
23(a) Consent of Bryan Cave (included in
Exhibit 5(a)                             
23(b) Consent of Arthur Andersen & Co.,
independent public accountants                     14

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act 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,
represents 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 undersigned 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  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.

(h) 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 connected 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.
SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Olathe, State of Kansas, on June 27, 1996.

BUTLER NATIONAL CORPORATION
By: CLARK D. STEWART
    Clark D. Stewart, President and
    Chief Executive Officer

                            POWER OF ATTORNEY

 The undersigned officers and directors of Butler National Corporation hereby
constitute and appoint Clark D. Stewart and Stephanie S. Ruskey or either of
them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
us and in our stead, in any and all capacities to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing necessary or advisable to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
hereof.

 Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on June
27, 1996 in the capacities indicated.

Signature                      Title                            Date

CLARK D. STEWART    President,                   June 27, 1996
Clark D. Stewart    Chief Executive Officer  
                    and Director
                    (Principal Executive Officer)

STEPHANIE S. RUSKEY  Vice President &             June 27, 1996      
Stephanie S. Ruskey  Chief Financial Officer
                     (Principal Financial
                     and Accounting Officer)
Signature   Title    Date

R. WARREN WAGONER  Chairman of the Board   June 27, 1996
R. Warren Wagoner  and Director

WILLIAM E. LOGAN   Director                      June 27, 1996
William E. Logan

WILLIAM A. GRIFFITH Director                    June 27, 1996
William A. Griffith

DAVID B. HAYDEN     Director                    June 27, 1996
David B. Hayden