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)
                                                    
                  BUTLER NATIONAL CORPORATION
              1995 NONQUALIFIED STOCK OPTION PLAN
                    (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,     $3,500,000      $.84375        $2,953,125     $871.17
$.01 par value
                                
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).

<PAGE>

                        INTRODUCTION   


     This Registration Statement on Form S-8 is filed by Butler National
Corporation (the "Corporation") relating to 3,500,000 shares of its Common
Stock, par value $.01 per share ("Common Stock") issuable pursuant to the
Butler National Corporation 1995 Non-Qualified Stock Option Plan.  The Plan
has been amended to authorize the issuance of the Common Stock pursuant to
the Plan.  Except as modified hereby, the contents of the Corporation's
Registration Statement of Form S-8 (File No. 333-7735) as filed with the
Securities and Exchange Commission (the "Commission") on July 8, 1996, is
incorporated herein by reference.

                            PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 8.   Exhibits

          Exhibit No.         Description

          4 (a)               Amendment No. 1 to the Plan

          5 (a)               Opinion of Bryan Cave, LLP

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

          23(b)               Consent of Arthur Andersen, LLP


                           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
16th 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 16, 1998
Clark D. Stewart         Officer and Director(Principal
                         Executive Officer)


/S/Edward J. Matukewicz  Treasurer and Chief Financial    February 16, 1998
Edward J. Matukewicz     Officer (Principal Financial
                         and Accounting Officer)      


/S/R. Warren Wagoner     Director                         February 16, 1998
R. Warren Wagoner


/S/William A. Griffith   Director                         February 16, 1998
William A. Griffith


/S/William E. Logan      Director                         February 16, 1998
William E. Logan


/S/David B. Hayden       Director                         February 16, 1998
David B. Hayden


<PAGE>

EXHIBIT INDEX



Exhibit
Number

 4(a)     Amendment No. 1 to the Plan

 5(a)     Opinion of Bryan Cave LLP.

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

23(b)     Consent of Arthur Andersen LLP.




The remainder of this page is intended to be blank.


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6782}]
{"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": "333-46809", "film-number": "98548249"}, "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)
                                                    
                  BUTLER NATIONAL CORPORATION
              1995 NONQUALIFIED STOCK OPTION PLAN
                    (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,     $3,500,000      $.84375        $2,953,125     $871.17
$.01 par value
                                
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
INTRODUCTION   

     This Registration Statement on Form S-8 is filed by Butler National
Corporation (the "Corporation") relating to 3,500,000 shares of its Common
Stock, par value $.01 per share ("Common Stock") issuable pursuant to the
Butler National Corporation 1995 Non-Qualified Stock Option Plan.  The Plan
has been amended to authorize the issuance of the Common Stock pursuant to
the Plan.  Except as modified hereby, the contents of the Corporation's
Registration Statement of Form S-8 (File No. 333-7735) as filed with the
Securities and Exchange Commission (the "Commission") on July 8, 1996, is
incorporated herein by reference.

                            PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 8.   Exhibits

          Exhibit No.         Description

          4 (a)               Amendment No. 1 to the Plan

          5 (a)               Opinion of Bryan Cave, LLP

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

          23(b)               Consent of Arthur Andersen, LLP

                           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
16th 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 16, 1998
Clark D. Stewart         Officer and Director(Principal
                         Executive Officer)

/S/Edward J. Matukewicz  Treasurer and Chief Financial    February 16, 1998
Edward J. Matukewicz     Officer (Principal Financial
                         and Accounting Officer)      

/S/R. Warren Wagoner     Director                         February 16, 1998
R. Warren Wagoner

/S/William A. Griffith   Director                         February 16, 1998
William A. Griffith

/S/William E. Logan      Director                         February 16, 1998
William E. Logan

/S/David B. Hayden       Director                         February 16, 1998
David B. Hayden
EXHIBIT INDEX

Exhibit
Number

 4(a)     Amendment No. 1 to the Plan

 5(a)     Opinion of Bryan Cave LLP.

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

23(b)     Consent of Arthur Andersen LLP.

The remainder of this page is intended to be blank.