As filed with the Securities and Exchange Commission on February 20, 1998
                                        Registration No. 33-              
                                                                                
                                     
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                        
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
                                        
                        BUTLER NATIONAL CORPORATION
          (Exact name of registrant as specified in its charter)

     Delaware                                                41-0834293     
(State or other jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification No.)
1546 E. Spruce Rd.

                            Olathe, KS  66061           
          (Address of Principal Executive Offices and zip code)
                                        
                             Consultant Agreement
                          (Full Title of the Plan)
                                        
                              Clark D. Stewart
                         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)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, check the following box.   [X]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                  Proposed        Proposed
Title of                          Maximum         Maximum
Securities         Amount         Offering        Aggregate    Amount of     
to be              to be          Price per       Offering     Registration
Registered         Registered     Share(1)        Price(1)     Fee

<S>                <C>            <C>             <C>          <C>

Common Stock,      750,000        $.84375         $632,812     $186.68
$.01 par value

</TABLE>
(1) Estimated solely for the purpose of computing the amount of the 
registration fee pursuant to Rule 457(a).     

<PAGE>

                                     PART I


     The documents containing information specified in this Part I are being 
separately provided to the Registrant's consultants as specified by Rule 428 
(b) (1).


                                    PART II


Item 3.  Incorporation of Documents by Reference.

          The documents listed in paragraphs (a) through (c) below are hereby 
incorporated by reference in this Registration Statement.  All documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to 
the filing of a post-effective amendment which indicates that all securities 
offered herein 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 hereto from the date of filing of such 
documents.

     (a)      The Registrant's Annual Report on Form 10-K for the year ended 
April 30, 1997.
     
     (b)     All other reports filed by Registrant pursuant to Sections 13(a) 
or 15(d) of the Exchange Act since the end of the fiscal year covered by the 
above-referenced Annual Report.

     (c)     The Registrant's Registration Statement on Form 10  (Registration 
No. 0-1678-1) filed with the Commission on August 30, 1965.

Item 4.  Description of Securities

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Under the Company's Restated Articles of Incorporation, Amended 
Bylaws and/or Delaware Corporation Act, each of the present and former 
directors and officers of the Company may be entitled to indemnification under 
certain circumstances from certain liabilities, claims and expenses arising 
from any threatened, pending or completed action, suit or proceeding 
(including any such action, suit or proceeding arising under the Securities 
act of 1933), to which they are made a party by reason of the fact that he or 
she is or was a director or officer of the Company.  The Company does not 
carry any directors and officers insurance.


<PAGE>

Item 7.  Exemption From Registration Claimed.

               Not applicable.

Item 8.  Exhibits

     Exhibit
     Numbers
      5(a)    Opinion of Bryan Cave LLP, legal counsel.
           
     10(a)    Financial Consulting Agreement between the Company and Worldwide 
              Corporate Finance, dated October 28, 1997.

     23(a)    Consent of Bryan Cave LLP (included in Exhibit 5.a).

     23(b)    Consent of Arthur Andersen LLP, independent public accountants.

Item 9.  Undertakings.

     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 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.

     (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.


<PAGE>

     The undersigned Registrant hereby undertakes that, for purposes of 
determining the 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 (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 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.

     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 for expenses incurred or paid by a director, officer or
controlling person of the Registrant in the unsuccessful 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 Securities 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 this 
17th day of February, 1998.

                                    BUTLER NATIONAL CORPORATION

                                    By:/S/Clark D. Stewart
                                    Clark D. Stewart
                                    President and Chief Executive Officer


<PAGE>

                              POWER OF ATTORNEY

     The undersigned officers and directors of Butler National Corporation 
hereby constitute and appoint Clark D. Stewart and Edward J. Matukewicz 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, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.

Signature                   Title                            Date


/S/Clark D. Stewart         President and Chief Executive    February 17, 1998
Clark D. Stewart            Officer and Director (Principal
                            Executive Officer)


/S/Edward J. Matukewicz     Treasurer and Chief Financial    February 17, 1998
Edward J. Matukewicz        Officer (Principal Financial
                            and Accounting Officer)


/S/R. Warren Wagoner        Director                         February 17, 1998
R. Warren Wagoner


/S/William A. Griffith      Director                         February 17, 1998
William A. Griffith


/S/William E. Logan         Director                         February 17, 1998
William E. Logan


/S/David B. Hayden          Director                         February 17, 1998
David B. Hayden

The remainder of this page is intended to be blank.

EXHIBIT INDEX


Exhibit
Number

 5(a)   Opinion of Bryan Cave LLP.

10(a)   Financial Consulting Agreement between the Company and Worldwide
        Corporate Finance, dated October 28, 1997.

23(a)   Consent of Bryan Cave LLP (included in Exhibit 5.a).

23(b)   Consent of Arthur Andersen LLP.





<PAGE>




                               PROSPECTUS

                             750,000 Shares
                              Common Stock


                        BUTLER NATIONAL CORPORATION


                           CONSULTANT AGREEMENT

                           ____________________


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

                           _____________________


This Prospectus relates to 750,000 shares of Common Stock of Butler National
 Corporation, a Delaware corporation (the "Company"), subject to an agreement 
(the "Agreement") entered into by and between the Company and a consulting 
firm (a "Consultant").

     Consultants who are affiliates of the Company, as such term is defined in 
Rule 504 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), may not resell under this Prospectus shares of the
Company's Common Stock received pursuant to the Agreements.  Any other
Consultants, however, may from time to time sell, without restrictions,
shares of the Common Stock received pursuant to such Agreements.

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT 
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.

The date of this Prospectus is February 20, 1998.







<PAGE>

     The Company hereby undertakes to provide to each person to whom this 
Prospectus is delivered, without charge, upon written or oral request of such 
person, a copy of any and all documents required to be delivered pursuant to 
Rule 428(b) under the Securities Act and a copy of any or all of the other 
documents that have been incorporated by reference in the Registration 
Statement on Form S-8, covering the shares of Common Stock under the 
Agreements, filed with the Securities and Exchange Commission concurrently 
herewith.  Those documents are herein incorporated by reference and may be 
obtained by contacting Edward J. Matukewicz, Treasurer, Butler National 
Corporation, 1546 East Spruce Road, Olathe, Kansas 66061, telephone number 
(913) 780-9595.

TABLE OF CONTENTS


                                                                       Page

Introduction...........................................................  3

Description of the Agreement.........................................  3-4







     No person has been authorized to give any information or to make any 
representation, other than those contained in this Prospectus, in connection 
with the Agreements described in this Prospectus, and, if given or made, such 
information or representation must not be relied upon as having been 
authorized by the Company.  This Prospectus does not constitute an offering in 
any State in which such offering may not lawfully be made.


<PAGE>


                              INTRODUCTION


     The Prospectus relates to 750,000 shares of Common Stock of the Company 
issuable under the Financial Consulting Agreement (the "Agreement") dated 
October 28, 1997, entered into by and between the Company and Worldwide 
Corporate Finance, a California corporation ("WCF").  A Registration Statement 
on Form S-8 (the "Registration Statement") with respect to such shares of 
Common Stock has been filed with the Securities and Exchange Commission 
concurrently herewith.  This Prospectus, which forms a part of such 
Registration Statement, sets forth information concerning the Agreement and 
the Company and is being distributed to Consultant pursuant to the Securities 
Act.

     The Company's principal executive offices are located at 1546 East Spruce 
Road, Olathe, Kansas 66061, telephone number (913) 780-9595.

                      DESCRIPTION OF THE AGREEMENT

     Description of the Agreement  The Agreement provides for the issuance of 
two hundred fifty thousand (250,000) shares of the Company's Common Stock 
valued at Ninety Cents ($0.90) per share in lieu of cash consideration for 
performance of certain consulting services and the exercise of the following 
options under the Agreement.   WCF is granted the option to purchase one 
hundred thousand (100,000) shares of the Company's Common Stock at One dollar 
($1.00) per share; one hundred thousand (100,000) shares of the Company's 
Common Stock at One Dollar Fifteen Cents ($1.15) per share; one hundred 
thousand (100,000) shares of the Company's Common Stock at One Dollar Thirty  
Cents ($1.30) per share; one hundred thousand (100,000) shares of the 
Company's Common Stock at One Dollar Forty-Five Cents ($1.45) per share; and 
one hundred thousand (100,000) shares of the Company's Common Stock at One 
dollar Seventy-Five Cents ($1.75) per share.  The options at One Dollar 
($1.00) and One Dollar Fifteen Cents ($1.15) are exercisable until April 30, 
1998.  The options at One Dollar Thirty Cents ($1.30), One Dollar Forty-Five 
Cents ($1.45), and One Dollar Seventy-Five Cents ($1.75)  are exercisable 
until October 28, 1998.  The services to be provided by WCF under the 
Agreement include acting as liaison for the Company with respect to any 
investment bankers, institutional investors, selling agents and/or 
broker-dealers utilized by the Company, engaging market makers for the 
Company's traded securities and supervising shareholder and investor 
relations.

     Termination of the Agreement.  The Agreement terminates on October 28, 
1998.

     Administration of the Agreements.  The Agreement is administered by the 
Chief Executive Officer of the Company.  The officers are elected by the 
Company's Board of Directors and serve at the discretion of the Board, until 
their respective successors are elected and qualify.  Such officers have the 
authority to construe and interpret any of the provisions of the Agreements.

<PAGE>

     Material Relationships.  Other than as disclosed herein, such officers 
and directors of the Company have no material relationships with the Company, 
its employees, or its affiliates.

     ERISA.  The Agreements and the Common Stock issuable thereunder are not 
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").

     Source For Securities Covered By the Agreements.  The shares subject to 
the Agreements will be newly issued shares of Common Stock issued by the 
Company and are not expected to be purchased in the open market.

     Restrictions on Transfer of Stock.  Common Stock issued pursuant to the 
Agreements may be sold, assigned, gifted, pledged, hypothecated, encumbered or 
otherwise transferred or alienated in any manner by the holder(s) thereof, 
subject however to such other restrictions as may be contained in the 
Agreements and also subject to compliance with any applicable federal, state 
or other local law, regulation or rule governing the sale or transfer of stock 
or securities.

     Affiliates of the Company may not sell shares of Common Stock acquired 
pursuant to this Prospectus unless such shares have been registered under the 
Securities Act by the Company for resale by Affiliates or an exemption for 
such registration is available.  Rule 144, promulgated under the Securities 
Act, which contains limitations on the manner of sale and the amount of shares 
that may be sold, provides an exemption from registration under the Securities 
Act.

Tax Effect of Agreements

     The Company has not investigated the tax implications of the Agreements 
to the persons who acquire Common Stock thereunder.  Consultants who receive 
Common Stock should consult their own tax advisors as to the tax consequences 
to them.  No representations regarding any such tax consequences are made by 
the Company. 

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18976}]
{"company-data": {"conformed-name": "BUTLER NATIONAL CORP", "cik": "0000015847", "assigned-sic": "5141", "irs-number": "410834293", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46811", "film-number": "98548251"}, "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 February 20, 1998
                                        Registration No. 33-              
                                                                                
                                     
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                        
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
                                        
                        BUTLER NATIONAL CORPORATION
          (Exact name of registrant as specified in its charter)

     Delaware                                                41-0834293     
(State or other jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification No.)
1546 E. Spruce Rd.

                            Olathe, KS  66061           
          (Address of Principal Executive Offices and zip code)
                                        
                             Consultant Agreement
                          (Full Title of the Plan)
                                        
                              Clark D. Stewart
                         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)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, check the following box.   [X]

                        CALCULATION OF REGISTRATION FEE
Proposed        Proposed
Title of                          Maximum         Maximum
Securities         Amount         Offering        Aggregate    Amount of     
to be              to be          Price per       Offering     Registration
Registered         Registered     Share(1)        Price(1)     Fee
Common Stock,      750,000        $.84375         $632,812     $186.68
$.01 par value
(1) Estimated solely for the purpose of computing the amount of the 
registration fee pursuant to Rule 457(a).
PART I

     The documents containing information specified in this Part I are being 
separately provided to the Registrant's consultants as specified by Rule 428 
(b) (1).

                                    PART II

Item 3.  Incorporation of Documents by Reference.

          The documents listed in paragraphs (a) through (c) below are hereby 
incorporated by reference in this Registration Statement.  All documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to 
the filing of a post-effective amendment which indicates that all securities 
offered herein 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 hereto from the date of filing of such 
documents.

     (a)      The Registrant's Annual Report on Form 10-K for the year ended 
April 30, 1997.
     
     (b)     All other reports filed by Registrant pursuant to Sections 13(a) 
or 15(d) of the Exchange Act since the end of the fiscal year covered by the 
above-referenced Annual Report.

     (c)     The Registrant's Registration Statement on Form 10  (Registration 
No. 0-1678-1) filed with the Commission on August 30, 1965.

Item 4.  Description of Securities

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Under the Company's Restated Articles of Incorporation, Amended 
Bylaws and/or Delaware Corporation Act, each of the present and former 
directors and officers of the Company may be entitled to indemnification under 
certain circumstances from certain liabilities, claims and expenses arising 
from any threatened, pending or completed action, suit or proceeding 
(including any such action, suit or proceeding arising under the Securities 
act of 1933), to which they are made a party by reason of the fact that he or 
she is or was a director or officer of the Company.  The Company does not 
carry any directors and officers insurance.
Item 7.  Exemption From Registration Claimed.

               Not applicable.

Item 8.  Exhibits

     Exhibit
     Numbers
      5(a)    Opinion of Bryan Cave LLP, legal counsel.
           
     10(a)    Financial Consulting Agreement between the Company and Worldwide 
              Corporate Finance, dated October 28, 1997.

     23(a)    Consent of Bryan Cave LLP (included in Exhibit 5.a).

     23(b)    Consent of Arthur Andersen LLP, independent public accountants.

Item 9.  Undertakings.

     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 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.

     (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.
The undersigned Registrant hereby undertakes that, for purposes of 
determining the 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 (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 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.

     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 for expenses incurred or paid by a director, officer or
controlling person of the Registrant in the unsuccessful 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 Securities 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 this 
17th day of February, 1998.

                                    BUTLER NATIONAL CORPORATION

                                    By:/S/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 Edward J. Matukewicz 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, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.

Signature                   Title                            Date

/S/Clark D. Stewart         President and Chief Executive    February 17, 1998
Clark D. Stewart            Officer and Director (Principal
                            Executive Officer)

/S/Edward J. Matukewicz     Treasurer and Chief Financial    February 17, 1998
Edward J. Matukewicz        Officer (Principal Financial
                            and Accounting Officer)

/S/R. Warren Wagoner        Director                         February 17, 1998
R. Warren Wagoner

/S/William A. Griffith      Director                         February 17, 1998
William A. Griffith

/S/William E. Logan         Director                         February 17, 1998
William E. Logan

/S/David B. Hayden          Director                         February 17, 1998
David B. Hayden

The remainder of this page is intended to be blank.

EXHIBIT INDEX

Exhibit
Number

 5(a)   Opinion of Bryan Cave LLP.

10(a)   Financial Consulting Agreement between the Company and Worldwide
        Corporate Finance, dated October 28, 1997.

23(a)   Consent of Bryan Cave LLP (included in Exhibit 5.a).

23(b)   Consent of Arthur Andersen LLP.
PROSPECTUS

                             750,000 Shares
                              Common Stock

                        BUTLER NATIONAL CORPORATION

                           CONSULTANT AGREEMENT

                           ____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

                           _____________________

This Prospectus relates to 750,000 shares of Common Stock of Butler National
 Corporation, a Delaware corporation (the "Company"), subject to an agreement 
(the "Agreement") entered into by and between the Company and a consulting 
firm (a "Consultant").

     Consultants who are affiliates of the Company, as such term is defined in 
Rule 504 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), may not resell under this Prospectus shares of the
Company's Common Stock received pursuant to the Agreements.  Any other
Consultants, however, may from time to time sell, without restrictions,
shares of the Common Stock received pursuant to such Agreements.

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT 
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.

The date of this Prospectus is February 20, 1998.
The Company hereby undertakes to provide to each person to whom this 
Prospectus is delivered, without charge, upon written or oral request of such 
person, a copy of any and all documents required to be delivered pursuant to 
Rule 428(b) under the Securities Act and a copy of any or all of the other 
documents that have been incorporated by reference in the Registration 
Statement on Form S-8, covering the shares of Common Stock under the 
Agreements, filed with the Securities and Exchange Commission concurrently 
herewith.  Those documents are herein incorporated by reference and may be 
obtained by contacting Edward J. Matukewicz, Treasurer, Butler National 
Corporation, 1546 East Spruce Road, Olathe, Kansas 66061, telephone number 
(913) 780-9595.

TABLE OF CONTENTS

                                                                       Page

Introduction...........................................................  3

Description of the Agreement.........................................  3-4

     No person has been authorized to give any information or to make any 
representation, other than those contained in this Prospectus, in connection 
with the Agreements described in this Prospectus, and, if given or made, such 
information or representation must not be relied upon as having been 
authorized by the Company.  This Prospectus does not constitute an offering in 
any State in which such offering may not lawfully be made.
INTRODUCTION

     The Prospectus relates to 750,000 shares of Common Stock of the Company 
issuable under the Financial Consulting Agreement (the "Agreement") dated 
October 28, 1997, entered into by and between the Company and Worldwide 
Corporate Finance, a California corporation ("WCF").  A Registration Statement 
on Form S-8 (the "Registration Statement") with respect to such shares of 
Common Stock has been filed with the Securities and Exchange Commission 
concurrently herewith.  This Prospectus, which forms a part of such 
Registration Statement, sets forth information concerning the Agreement and 
the Company and is being distributed to Consultant pursuant to the Securities 
Act.

     The Company's principal executive offices are located at 1546 East Spruce 
Road, Olathe, Kansas 66061, telephone number (913) 780-9595.

                      DESCRIPTION OF THE AGREEMENT

     Description of the Agreement  The Agreement provides for the issuance of 
two hundred fifty thousand (250,000) shares of the Company's Common Stock 
valued at Ninety Cents ($0.90) per share in lieu of cash consideration for 
performance of certain consulting services and the exercise of the following 
options under the Agreement.   WCF is granted the option to purchase one 
hundred thousand (100,000) shares of the Company's Common Stock at One dollar 
($1.00) per share; one hundred thousand (100,000) shares of the Company's 
Common Stock at One Dollar Fifteen Cents ($1.15) per share; one hundred 
thousand (100,000) shares of the Company's Common Stock at One Dollar Thirty  
Cents ($1.30) per share; one hundred thousand (100,000) shares of the 
Company's Common Stock at One Dollar Forty-Five Cents ($1.45) per share; and 
one hundred thousand (100,000) shares of the Company's Common Stock at One 
dollar Seventy-Five Cents ($1.75) per share.  The options at One Dollar 
($1.00) and One Dollar Fifteen Cents ($1.15) are exercisable until April 30, 
1998.  The options at One Dollar Thirty Cents ($1.30), One Dollar Forty-Five 
Cents ($1.45), and One Dollar Seventy-Five Cents ($1.75)  are exercisable 
until October 28, 1998.  The services to be provided by WCF under the 
Agreement include acting as liaison for the Company with respect to any 
investment bankers, institutional investors, selling agents and/or 
broker-dealers utilized by the Company, engaging market makers for the 
Company's traded securities and supervising shareholder and investor 
relations.

     Termination of the Agreement.  The Agreement terminates on October 28, 
1998.

     Administration of the Agreements.  The Agreement is administered by the 
Chief Executive Officer of the Company.  The officers are elected by the 
Company's Board of Directors and serve at the discretion of the Board, until 
their respective successors are elected and qualify.  Such officers have the 
authority to construe and interpret any of the provisions of the Agreements.
Material Relationships.  Other than as disclosed herein, such officers 
and directors of the Company have no material relationships with the Company, 
its employees, or its affiliates.

     ERISA.  The Agreements and the Common Stock issuable thereunder are not 
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").

     Source For Securities Covered By the Agreements.  The shares subject to 
the Agreements will be newly issued shares of Common Stock issued by the 
Company and are not expected to be purchased in the open market.

     Restrictions on Transfer of Stock.  Common Stock issued pursuant to the 
Agreements may be sold, assigned, gifted, pledged, hypothecated, encumbered or 
otherwise transferred or alienated in any manner by the holder(s) thereof, 
subject however to such other restrictions as may be contained in the 
Agreements and also subject to compliance with any applicable federal, state 
or other local law, regulation or rule governing the sale or transfer of stock 
or securities.

     Affiliates of the Company may not sell shares of Common Stock acquired 
pursuant to this Prospectus unless such shares have been registered under the 
Securities Act by the Company for resale by Affiliates or an exemption for 
such registration is available.  Rule 144, promulgated under the Securities 
Act, which contains limitations on the manner of sale and the amount of shares 
that may be sold, provides an exemption from registration under the Securities 
Act.

Tax Effect of Agreements

     The Company has not investigated the tax implications of the Agreements 
to the persons who acquire Common Stock thereunder.  Consultants who receive 
Common Stock should consult their own tax advisors as to the tax consequences 
to them.  No representations regarding any such tax consequences are made by 
the Company.