|SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.                                                                                                                                                                                                                                        
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|----------------------------------FORM 10-Q-----------------------------------                                                                                                                                                                                                            
|(Mark One)
X                                                                                                                                                                                                                                                                              
|For the quarter ended January 31, 2004                                                                                                                                                                                                                                                    
|Transition Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 (No Fee Required)                                                                                                                                                                                  
|For the quarter ended January 31, 2004                                                                                                                                                                                                                                                    
|Commission File Number 0-1678                                                                                                                                                                                                                                                             
|BUTLER NATIONAL CORPORATION(Exact name of Registrant as specified in its charter)                                                                                                                                                                                                         
|Kansas(State of Incorporation)                                                                                                                                                                                                                                                            
|19920 West 161st Street, Olathe, Kansas 66062(Address of Principal Executive Office)(Zip Code)                                                                                                                                                                                            
|Registrant's telephone number, including area code:     (913) 780-9595                                                                                                                                                                                                                    
|Former name, former address and former fiscal year if changed since last report:
Not Applicable                                                                                                                                                                                           
|Common Stock $.01 Par Value(Title of Class)                                                                                                                                                                                                                                               
|Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past ninety days:  Yes XNo ____
|The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of March 5, 2004 was 39,205,147shares.                                                                                                                                                             

|BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
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|INDEX                                       
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|PART I.                                     
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|PART II.                                    
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|BUTLER NATIONAL CORPORATION                                              
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|CONSOLIDATED BALANCE SHEETS                                              
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|ASSETS                                                                   
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|CURRENT ASSETS:                                                          
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|The accompanying notes are an integral part of these financial statements
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|BUTLER NATIONAL CORPORATION AND SUBSIDIARIES                    
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|CONSOLIDATED STATEMENTS OF INCOME                               
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|NET SALES                                                       
|COST OF SALES                                                   
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|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                    
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|OPERATING INCOME (LOSS)                                         
|OTHER INCOME (EXPENSE):                                         
|Interest expense                                                
|Interest revenue                                                
|Other                                                           
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|Other expense                                                   
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|INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                 
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|PROVISION FOR INCOME TAXES                                      
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|NET INCOME (LOSS)                                               
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|BASIC EARNINGS (LOSS) PER COMMON SHARE                          
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|Shares used in per share calculation                            
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|DILUTED EARNINGS (LOSS) PER COMMON SHARE                        
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|Shares used in per share calculation                            
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|The accompanying notes are an integral part of these statements.
|BUTLER NATIONAL CORPORATION AND SUBSIDIARIES                    
|CONSOLIDATED STATEMENTS OF INCOME                               
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|NET SALES                                                       
|COST OF SALES                                                   
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|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                    
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|OPERATING INCOME (LOSS)                                         
|OTHER INCOME (EXPENSE):                                         
|Interest expense                                                
|Interest revenue                                                
|Other                                                           
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|Other expense                                                   
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|INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                 
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|PROVISION FOR INCOME TAXES                                      
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|NET INCOME (LOSS)                                               
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|BASIC EARNINGS (LOSS) PER COMMON SHARE:                         
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|Shares used in per share calculation                            
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|DILUTED EARNINGS (LOSS) PER COMMON SHARE                        
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|Shares used in per share calculation                            
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|The accompanying notes are an integral part of these statements.



|BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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|CASH FLOWS FROM OPERATING ACTIVITIES                                              
|Net income (loss)                                                                 
|Adjustments to reconcile net income (loss) to net cash provided by                
|(used in) operations -                                                            
|Depreciation                                                                      
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|Changes in assets and liabilities-                                                
|Accounts receivable                                                               
|Inventories                                                                       
|Prepaid expenses and other current assets                                         
|Accounts payable                                                                  
|Customer deposits                                                                 
|Accrued liabilities                                                               
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|Cash provided by (used in) operating activities                                   
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|CASH FLOWS FROM INVESTING ACTIVITIES                                              
|Capital expenditures, net                                                         
|Advances for Indian Gaming Developments                                           
|Supplemental Type Certificates                                                    
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|Cash provided by (used in) investing activities                                   
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|CASH FLOWS FROM FINANCING ACTIVITIES                                              
|Net borrowings under promissory note                                              
|Repayments of long-term debt and capital lease obligations                        
|Stock issuances for conversions and other                                         
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|Cash provided by (used in) financing activities                                   
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|NET INCREASE (DECREASE) IN CASH                                                   
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|CASH, beginning of period                                                         
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|CASH, end of period                                                               
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|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                 
|Interest paid                                                                     
|Income taxes paid                                                                 
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|The accompanying notes are an integral part of these statements.                  

|BUTLER NATIONAL CORPORATION AND SUBSIDIARIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|1.   The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2003.  In the opinion of the management of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included.  Operating results for the three months and nine months ended January 31, 2004 are not indicative of the results of operations that may be expected for the year ending April 30, 2004.
Certain reclassifications within the financial statement captions have been made to maintain consistency in presentation between years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.  Indian Gaming: The Company is advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects."  Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project. The realization of these advances is predicated on the ability of the Company and their Indian gaming clients to successfully open and operate the proposed casinos.  There is no assurance that the Company will be successful.  The inability of the Company to recover these advances could have a material adverse effect on the Company's financial position and results of operations.
Advances to the tribes and for gaming developments are capitalized and recorded as receivables from the tribes.  These receivables, shown as Advances for Indian Gaming Development on the balance sheet, represent costs to be reimbursed to the Company pending approval of Indian gaming in several locations.  The Company has agreements in place which require payments to be made to the Company for the respective projects upon opening of Indian gaming facilities.  Once gaming facilities have gained proper approvals, the Company will enter into note receivable arrangements with the tribe to secure reimbursement of advanced funds to the Company for the particular project.  The Company currently has one note receivable shown as Note Receivable from Indian Gaming Development on the balance sheet.
Reserves are recorded for Indian Gaming Development costs that cannot be determined whether reimbursement from the Tribes will occur.  We have agreements with the Tribes to be reimbursed for all costs incurred to develop gaming when the facilities are constructed and opened.  Because the Stables represents the only operations opened, there is uncertainty as to whether reimbursement on all remaining costs that have been reserved will occur.  It is the Company's policy therefore, to reduce the respective reserves as reimbursement from the Tribes is collected.
The Company has capitalized approximately $4,816,322 and $4,693,749 at January 31, 2004 and April 30, 2003 respectively, related to the development of Indian gaming facilities.  Reserves of $2,808,452 were established for potentially unreimburseable costs. In the opinion of management, the net advances will be recoverable through the gaming activities.  Current economic projections for the gaming activities indicate adequate future cash flows to recover the advances.  In the event the Company and its Indian clients are unsuccessful in establishing such operations, these net recorded advances will be recovered through the liquidation of the associated assets.  The Company has title to land purchased for Indian gaming.  These tracts, currently owned by the Company, could be sold to recover costs in the projects.
|3.  Earnings Per Share: Earnings per common share is based on the weighted average number of common shares outstanding during the year.  Stock options are considered in the dilutive earnings per share calculation when they are anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.  Research and Development: The Company charges to operations research and development costs.  The amount charged in the quarters ended January 31, 2004 and 2003 were approximately $314,118 and $255,516 respectively.  The amount charged for the nine months ended January 31, 2004 and 2003 were $1,043,125 and $863,402 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|AND RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Third quarter fiscal 2004 compared to third quarter fiscal 2003The Company's sales for the nine months ended January 31, 2004 were $7,013,130 compared to $4,579,549 for the nine months ended January 31, 2003, an increase of 53%.  CAUTION:  Modification and Avionics currently contribute to this increase.  There is no assurance that activity will continue at this level.Discussion of the specific changes by operation at each business segment follows:Aircraft Modifications:  Sales from the Aircraft Modifications business segment, including modified aircraft, increased $1,882,192 (107%) from $1,758,810 in the nine months of the prior fiscal year to $3,641,002 in the first nine months of fiscal 2004.  Third quarter operating income was $353,197 in fiscal 2004 compared to income of $167,179 in fiscal 2003.  Our emphasis is on for the Learjet 20 series including the purchase, modification and resale of upgraded twenty-first century Learjets.  Our long-term effort is to enhance our position in the market and increase market share of all modification products.Avionics:  Sales from the Avionics business segment were $1,347,420 for the nine months ended January 31, 2004 compared to $968,085 in the comparable period of the preceding year, an increase of 39%.  The increase resulted from Defense Military related Classic Aviation products sales.  Operating income for the nine months ended January 31, 2004, was $100,923 compared to a profit of $137,367 for the nine months ended January 31, 2003.  Defense and Military related Classic Avionics products are being designed, manufactured and sold to military aircraft manufacturers.  Management plans for this business segment to continue to increase in future years due to the additional new Classic Aviation Products.SCADA Systems and Monitoring Services:  Sales from the Scada Systems and Monitoring Services business segment for the nine months ended January 31, 2004 were $828,857 compared to sales of $836,945 for the comparable period of the prior year a decrease of 1.0%.  Operating profit for the nine months was $346,141 compared to $359,118 for the nine months ended January 31, 2003.  Revenue fluctuates due to the introduction of new products and services and related installations of these products.  The Company's contracts with its two largest customers have been renewed for fiscal 2004.Temporary Services:  BTS provides managed temporary personnel to corporate clients to cover personnel shortages on a short and/or long term basis.  This service is being marketed in Kansas and Missouri.   Currently, this Company is inactive. 
Management Services:  Management consulting and professional services sales for the nine months ended January 31, 2004 were $347,378 compared to $228,169 in the comparable period of the preceding year, an increase of 52%.Professional Services:  We provide as a management service licensed architectural services through our subsidiary, BCS Design, Inc.  These services include commercial and industrial building design, graphic representation, engineering and construction management.Selling, General and Administrative (SG&A): Expenses in the nine months ended January 31, 2004, were $2,049,443 or (29%) of sales compared to $1,812,196 or (40%) of sales for the nine months ended January 31, 2003, an increase of $237,247 or 13%.Other Income (Expense): Interest expense for the nine months ended January 31, 2004, decreased $23,592 from $133,382 in the first nine months of the prior year to $110,289.  The company continues to use its line of credit to maintain operations.   
The Company employed 68 at January 31, 2004, and 55 at January 31, 2003.                                                                                   
|EARNINGSThe Company recorded income of $483,943 in the nine months ended January 31, 2004.  This is comparable to a profit of $46,385 in the nine months ended January 31, 2003.  Income (Loss) per share is $0.01 and $0.00 for the nine months ending January 31, 2004, and January 31, 2003, respectively.  LIQUIDITY AND CAPITAL RESOURCESBorrowed funds have been used primarily for working capital.  Bank (Industrial State Bank) debt related to the Company's operating line was $145,463 at January 31, 2004, and was $366,887 at January 31, 2003. 
The Company's unused line of credit was approximately $354,537 as of January 31, 2004 and approximately $133,113 as of January 31, 2003.  The interest rate on the Company's line of credit is prime plus two, as of March 5, 2004, the interest rate is 7.0%.
The Company plans to continue using the promissory notes payable to fund working capital.  The promissory notes range from one hundred eighty days to three hundred sixty five days.  The Company believes the extensions will continue and does not anticipate the repayment of these notes in fiscal 2004.  The extension of the promissory notes-payable is consistent with prior years.  If the Bank were to demand repayment of the notes payable the Company currently does not have enough cash to pay off the notes without materially adversely affecting the financial condition of the Company.
The Company does not, as of January 31, 2004, have any material commitments for other capital expenditures other than the terms of the Indian gaming Management Agreements.  Depending upon the development schedules, the Company will need additional funds to complete its currently planned Indian gaming opportunities.  The Company will use current cash available as well as additional funds, for the start up and construction of gaming facilities. The Company anticipates initially obtaining these funds from internally generated working capital and borrowings.  After a few gaming facilities become operational, gaming operations will generate additional working capital for the start up and construction of other gaming facilities.  The Company expects that its start up and construction financing of gaming facilities will be replaced by other financial lenders, long term financing through debt issue, or equity issues.FORWARD LOOKING INFORMATIONThe information set forth below includes "forward-looking" information as outlined in the Private Securities Litigation Reform Act of 1995.  The Cautionary Statements, filed by the Company as Exhibit 99 to its Form 10-K, are incorporated herein by reference and you are specifically referred to such Cautionary Statements for a discussion of factors which could affect the Company's operations and forward-looking statements contained herein.Part I Item 3Quantitative and Qualitative Disclosures about Market Risk.
NonePart I Item 4Controls and Procedures.  We maintain a set of disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  Our principal executive and financial officers have evaluated our disclosure controls and procedures within 90 days prior to the filing of this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective.
Subsequent to our evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

|PART II.
OTHER INFORMATION
Responses to items 1, 3, and 5 are omitted since these items are either inapplicable or the response thereto would be negative.
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|Item 2.                                                                                                                                                   
|Item 4.                                                                                                                                                   
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|Item 6.                                                                                                                                                   
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|SIGNATURES                                                                                                                                                                              
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|Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|                                                                                                                                                                                        
|March 11, 2004
Date                                                                                                                                                                     
|March 11, 2004
Date                                                                                                                                                                     





|CERTIFICATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|I, Clark D. Stewart, certify that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.  I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                                                                                                                                                                                                                                                                                                                  
|3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                                                                                                                                                                                                                                                                                                                 
|4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and 
c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
|5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):                                                                                                                                                                                                                                                                                                                                                                                                                                
|a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and                                                                                                                                                                                                                     
|6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.                                                                                                                                                                                                                                                                                     
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|Date:  March 11, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Clark D. Stewart
Clark D. Stewart
President and CEO



|CERTIFICATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------
|I, Angela D. Seba, certify that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.  I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                                                                                                                                                                                                                                                                                                                  
|3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                                                                                                                                                                                                                                                                                                                 
|4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and 
c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
|5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):                                                                                                                                                                                                                                                                                                                                                                                                                                
|a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and                                                                                                                                                                                                                     
|6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                          
|Date:  March 11, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Angela D. Seba
Angela D. Seba
Chief Financial Officer