SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q
_________________

(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the
X Securities Exchange Act of 1934

For the quarter ended January 31, 2002

Transition Report Pursuant to Section 13 or 15 (d) of the
Security Exchange Act  of 1934

For the quarter ended January 31, 2002

Commission File Number 0-1678


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


Kansas                             41-0834293
(State of Incorporation)   (I.R.S. Employer Identification No.)


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


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  X   No ______


The number of shares outstanding of the Registrant's
Common Stock, $0.01 par value, as of January 31, 2002, was
37,283,278 shares.

<page>


BUTLER NATIONAL CORPORATION AND SUBSIDIARIES


                        INDEX

PART I          FINANCIAL INFORMATION:             PAGE NO.


Condensed Consolidated Balance Sheets -
January 31, 2002 and April 30, 2001.................. 3


Condensed Consolidated Statements of Income - Three
Months ended January 31, 2002 and 2001................4


Condensed Consolidated Statements of Income - Nine
Months ended January 31, 2002 and 2001................5


Condensed Consolidated Statements of Cash Flows -
Nine Months ended January 31, 2002 and 2001...........6


Notes to Condensed Consolidated Financial Statements..7-8


Management's Discussion and Analysis Financial
Condition and Results of Operations...................9-11


                                   PART II.

OTHER INFORMATION.....................................12-13


SIGNATURES............................................14

<page>


BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT JANUARY 31, 2002 AND APRIL 30, 2001


ASSETS  				01/31/02	4/30/01
					(unaudited)	(audited)

Current Assets:
  Cash    				$   676,082 	$   108,071
  Accounts receivable, net of 		    224,708 	    642,564
    allowance for doubtful accounts of
    $11,703 at Jan 31, 2002 and $25,600
    at April 30, 2001
  Note receivable from Indian gaming
     development  			    647,285 	    647,285
  Due from affiliate			       -      	       -
  Contracts in process			       -      	       -
  Inventories:
     Raw materials			  1,453,389 	  1,639,080
     Work in process			    294,810 	    208,036
     Finished goods			     26,760 	     70,920
     Aircraft				  1,055,302 	  1,467,771
					  ---------       ---------
					  2,830,261 	  3,385,807

Prepaid expenses and other assets	      3,803 	      9,730
					  ---------	  ---------
          Total current assets		  4,382,139       4,793,457

Property, Plant and Equipment:
     Land & building			    948,089 	    948,089
     Machinery and equipment		  1,208,031 	  1,161,220
     Office furniture and fixtures	    614,687 	    607,736
     Leasehold improvements		      4,249 	      4,249
               Total cost		  2,775,056 	  2,721,294

     Accumulated depreciation		 (1,716,450)	 (1,590,048)
					  ---------	  ---------
               Net Property, Plant and
		 Equipment		  1,058,606 	  1,131,246

     Supplemental Type Certificates	  1,348,892 	  1,338,372

Indian Gaming:
     Note receivable from Indian Gaming
	developments			    722,178 	  1,285,326
     Advances for Indian Gaming
	developments			  1,880,168 	  1,861,376
          (net of reserves of $2,718,928
	  at Jan. 31, 2002 and April 30,
	  2001)
               Total Indian Gaming
		 (Long Term)		  2,602,346 	  3,146,702

Other Assets
     Other assets			    199,392 	    196,837
					  ---------       ---------
               Total Other Assets	    199,392 	    196,837
					  ---------	  ---------
               Total Assets		$ 9,591,375 	$10,606,614
					  =========	 ==========



LIABILITIES AND SHAREHOLDERS' EQUITY
					  01/31/02	  4/30/01
					(unaudited)	 (audited)

Current Liabilities:
  Bank overdraft payable		$    -      	$   149,859
  Promissory notes payable		    464,957 	    348,590
  Current maturities of long-term debt	    798,712 	  1,321,030
  Accounts Payable			    295,532 	    807,114
  Customer Deposits			       -      	    167,530
  Accrued liabilities -
     Compensation and compensated
	absences			    208,049 	    120,304
     Other				    219,676 	    118,837
					 ----------	 ----------
          Total current liabilities	  1,986,926 	  3,033,264

Long-Term Debt, net of current
  maturities 				  2,157,506	  3,253,612
Convertible debentures			       -       	     78,000
					 ----------	 ----------
          Total liabilities		  4,144,431 	  6,364,876

Shareholders' equity:
     Preferred stock, par value $5:	       -               -
       Authorized, 50,000,000 shares, all
       classes issued and outstanding,
       zero shares at 01/31/02 & zero
       shares at 4/30/01

Common stock, par value $.01:		    378,833 	    369,041
     Authorized, 100,000,000 shares
       Issued and outstanding 37,883,278
       Jan. 31, 2002 & 36,904,111 at
       April 31, 2001

Capital contributed in excess of par	  9,958,476 	  9,890,268
Treasury stock, at cost (common shares
  600,000)				   (732,000)	   (732,000)

Retained deficit
      (deficit of $11,938,813 eliminated
       October 31, 1992)		  (4,158,366)	  (5,285,571)
					  ----------	  ----------
          Total shareholders' equity	   5,446,943 	   4,241,738
					  ----------	  ----------
               Total liabilities and
		shareholders' equity	$  9,591,375 	$ 10,606,614
					  ==========	  ==========

The accompanying notes are an integral part of these condensed
consolidated balance sheets.

<page>


BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         FOR THE THREE MONTHS ENDED

                                                 January 31,

                                            2002 	   2001
                                         (unaudited)    (unaudited)

     Net sales				$ 1,453,272 	$ 2,167,266

     Cost of sales                          974,018       1,267,328
					 ----------	  ---------
					    479,254 	    899,938

     Selling, general and administrative
	expenses			    421,669 	    789,225

               Operating income       	     57,585 	    110,713

     Other income (expense)

          Interest expense		    (81,214)	   (108,452)

          Interest revenue		     26,005 	     38,741

          Other					  4 	     18,853

					  ---------	  ---------
               Other expense		    (55,205)	    (50,858)


     Income before taxes		      2,379 	     59,854

          Provision for income taxes	        950 	       -
					  ---------	  ---------
               Net income       	$     1,429 	$    54,854


     Basic earnings per common share	$      0.00 	$      0.00

     Shares used in per share
	calculation			 35,120,594 	 29,070,716

     Diluted earnings per common share	$      0.00 	$      0.00

     Shares used in per share
	calculation			 35,120,594 	  29,070,716


The accompanying notes are an integral part of these condensed
consolidated statements.

<page>


BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         FOR THE NINE MONTHS ENDED



					           January 31,

					      2002           2001
					  (unaudited)    (unaudited)

     Net sales				$  7,373,985 	$  3,876,028

     Cost of sales                         4,364,668       2,893,018
					  ----------	  ----------
					   3,009,317         983,010

     Selling, general and administrative
	expenses			   1,740,974 	   1,618,594
					  ----------	  ----------
               Operating income (loss)	   1,268,343 	    (635,584)

     Other income (expense)

          Interest expense		    (262,180)	    (249,108)

          Interest revenue		     103,708 	      97,569

          Other				      17,383 	      21,034
					  ----------	  ----------

               Other expense		    (141,089)	    (130,505)


     Income (loss) before taxes		   1,127,255 	    (766,088)

          Provision for income taxes	      11,000 		 -

					  ----------	  ----------
               Net income (loss)	$  1,116,255 	$   (766,088)


     Basic earnings (loss) per common
	share  				$       0.03 	$      (0.03)

     Shares used in per share
	calculation 			  35,120,594      29,070,716

     Diluted earnings (loss) per common
	share				$       0.03 	$      (0.03)


     Shares used in per share
	calculation			  35,120,594 	  29,070,716


The accompanying notes are an integral part of these condensed
consolidated statements.

<page>


BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED


                                                    January 31,

             				       2002            2001

				           (unaudited)     (unaudited)

Cash flows from operating activities:

Net income (loss)                   	$   1,116,205 	$    (766,088)

     Adjustments to reconcile net income
	(loss) to net cash provided by
	(used in) operations:

     Depreciation			      126,402 	      146,675

     Amortization				-      	       45,332

     Other 				       11,000 		 -


Changes in assets and liabilities:

     Accounts receivable		      417,856 	      189,041

     Contracts in process			 -            385,500

     Inventories			      555,546 	       60,762

     Prepaid expenses and other current
	assets					5,927 	     (153,448)

     Other assets and other		       (2,555)	         -

     Accounts payable			     (661,441)	      (47,834)

     Customer deposits			     (167,530)	     (366,673)

     Accrued liabilities		      188,584 	     (142,036)

     Note payable				-             350,000
					  -----------	  -----------
          Cash provided by (used in)
		operations		$   1,589,994 	$    (298,769)


Cash flows from investing activities:

     Capital expenditures, net		      (53,762)		-

     Indian Gaming Developments		      544,356 	      150,316

     Supplemental Type Certificates	$     (10,520)		-
					  -----------	  -----------
          Cash used in investing
		activities		$     480,074 	$     150,316

Cash flows from financing activities:

     Net borrowings under promissory note     116,367 	      103,037

     Proceeds from long-term debt	      751,000 	      123,088

     Repayments of long-term debt and
	lease obligations		   (2,369,424)	     (186,961)
					  -----------	  -----------
          Cash provided by (used in)
		financing activities	$  (1,502,057)	$      39,164

Net increase (decrease) in cash		      568,011 	     (109,289)

Cash, beginning of period		      108,071 	      160,090

Cash, end of period			$     676,082 	$      50,801

Supplemental disclosures of cash flow
  information
     Interest paid			$     262,180 	$     347,312

     Income taxes paid				 -      	 -

The accompanying notes are an integral part of these condensed
consolidated statements.

<page>

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying unaudited Condensed 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.  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, 2002 are not indicative of the results of operations that
may be expected for the year ending April 30, 2002.

Certain reclassifications within the condensed 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 condensed consolidated 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 by us 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 our policy therefore, to reduce the respective reserves as
reimbursement from the Tribes is collected.

The Company has capitalized approximately $1,880,168 and $1,861,376 at
January 31, 2002 and April 30, 2001 respectively, related to the development of
Indian gaming facilities.  These amounts are net of reserves of $2,718,928 in
fiscal year 2002 and 2001, which were established to reserve 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.

As a part of a Management Contract approved by the National Indian Gaming
Commission (NIGC) on January 14, 1997, between the Company's (then)
wholly owned subsidiary, Butler National Service Corporation, and the Miami
Tribe of Oklahoma and the Modoc Tribe of Oklahoma (the Tribes), the
Company agreed to convert their current unsecured receivable from the Tribes
to a secured note receivable with the Tribes of $3,500,000 at 2 percent over
prime, to be repaid over five years, for the construction of the Stables gaming
establishment and reimbursement for previously advanced funds.  Security
under the contract includes the Tribes' profits from all tribal gaming
enterprises and all assets of the Stables except the land and building.  The
Company is currently receiving payments on the note on the Stables' operation.
Amounts to be received on the notes are 2002 - $468,137; 2003 - $647,285; and
2004 -$638,041.

<page>

3.  Quasi Reorganization: After completing a three-year program of
restructuring the Company's operation, on October 31, 1992, the Company
adjusted the accumulated deficit (earned surplus benefit) to a zero balance
thereby affording the Company a "fresh start."  No assets or liabilities
required adjustment in this process as they had been recorded at fair value.
The amount of accumulated deficit eliminated as of October 31, 1992, was
$11,938,813.  Upon consummation of the reorganization, all deficits in the
surplus accounts were eliminated against paid-in capital.

4.  Earnings Per Share:  Earnings per common share is based on the weighted
average number of common shares outstanding during the year.  Stock options,
convertible preferred, and convertible debentures have been considered in the
dilutive earnings per share calculation, but not used in 2001 and 2000 because
they are anti-dilutive.

5.  Research and Development: The Company charges to operations research
and development costs.  The amount charged in the quarter ended January 31,
2002 was approximately $328,000 and for the nine months was approximately
$686,000.


The rest of this page intentionally left blank.

<page>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Third quarter fiscal 2002 compared to third quarter fiscal 2001

Overview: Consolidated sales were $7,373,985 for the nine months ended
January 31, 2002 compared to $3,876,028 for the nine months ended January
31, 2001, an increase of (90%).   Sales for the third fiscal quarter were
$1,453,272 compared to $2,167,266 for the quarter ended January 31, 2001.
Sales for the nine month period increased in the Avionics segment (997%),
increased in the Aircraft Modifications segment (15%), and increased in the
Monitoring Services segment (4%).

The Company recorded a net income from continuing operations of $1,116,255
for the first nine months of fiscal 2002 compared to a net loss from continuing
operations of $766,088 in the same period of fiscal 2001.

Selling, General and Administrative expenses were $421,669 for the current
quarter, a decrease of $367,556 from the prior year.

Discussion of the specific changes by operation at each business segment
follows:

Aircraft Modifications:  Sales from the Aircraft Modifications business
segment increased $420,061 (15.5%) from $2,710,545 in the first nine months
of the prior fiscal year to $3,130,606 in the first nine months of fiscal 2002.
Modified aircraft sales were $1,425,000 in the second quarter.  Gross profit
decreased from $663,684 in the nine months ending January 31, 2001 to
$303,041 in the nine months ending January 31, 2002.

Third quarter fiscal 2002 sales were $454,606 compared to $1,751,432 in fiscal
2001.  Third quarter gross profit was $(61,980) and $769,901, respectively.
Sales and the related gross profit were considerably lower in fiscal 2002
than the previous year because of depressed economic conditions in this
segment.  This segment depends upon air freight operators for a major part
of the business.  Since the 9-11 event, this business has been non-
existent.

Avionics:  Avionics unit sales were $2,675,372 for the nine months ended
January 31, 2002 compared to $209,652 in the comparable period of the
preceding year, an increase of (997%).   Operating profits for the nine months
ended January 31, 2002, were $1,577,729 compared to $44,882  for the nine
months ended January 31, 2001.  The Company believes the sales volume
related to switching unites will remain relatively stable.  Growth from new
products may come over the next few years.

As reported on October 12, 2000, Avionics added the Transient Suppression
Device (TSD) to its line of Classic Aviation Products.  Avionics expects to
equip approximately 150 Boeing 737 classic aircraft with the Butler National
TSD during fiscal year 2003.  Currently, the TSD order backlog is
approximately $1,000,000 including some unsigned orders in the final closing
phases.  Avionics expects to ship the current backlog by April 30, 2003.
Avionics may need additional working capital to finance the increased level of
business.  There can be no assurance that the additional financing will be
available or that all the pending orders will be completed.

SCADA Systems and Monitoring Services:  Sales for the nine months ended
January 31, 2002 were $902,330 compared to sales of $870,379 for the
comparable period of the prior year an increase of 3.7%.  Operating profit for
the nine months was $381,945 compared to $315,106 for the nine months ended
January 31, 2001.  Fluctuations above the basic service business revenues are
expected from quarter to quarter and year to year.

Temporary Services:   This segment did not recognize any revenue in the first
nine months of fiscal 2002 and fiscal 2001.

Indian Gaming Management (a division of Butler National Corporation):
This segment earned net management fees and interest income of $168,952
during the quarter and $341,887 for the first nine months and incurred no
expenses during the current quarter.  In the first nine months of fiscal 2002
$12,341 was expensed for general and administrative expenses associated with
its continued efforts to explore service opportunities related to the Indian
Gaming Act of 1988.

<page>

COSTS AND EXPENSES

Operating expenses (selling, general and administrative):
Expenses in the nine months ended January 31, 2002, were $1,740,974 or 41%
of sales compared to $1,618,594 or 42% of sales for the nine months ended
January 31, 2001, an increase of $122,380 or 8%.  This increase was related to
additional research and development costs of approximately $686,000.

Interest expense for the nine months ended January 31, 2002, increased $13,072
from $249,108 in the first nine months of the prior year to $262,180.  The
Company continues to use its line of credit to maintain operations.

Other income (expense) is income of $4 in the quarter ended January 31, 2002,
versus income of $18,853 in the quarter ended January 31, 2001.

The Company employed 57 at January 31, 2002, and 59 at January 31, 2001.

EARNINGS

The Company recorded a profit of $1,116,255 in the nine months ended January
31, 2002.  This is comparable to a loss of $766,088 in the nine months ended
January 31, 2001.  Earnings per share is a gain of $.03 and a loss of $.03
for the nine months ending January 31, 2002, and January 31, 2001,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

Borrowed funds have been used primarily for working capital.  Bank (Industrial
State Bank) debt related to the Company's operating line was $414,957 at
January 31, 2002, and was $468,210 at January 31, 2001.

The Company's unused line of credit was approximately $85,043 as of January
31, 2002 and approximately $31,790 as of January 31, 2001.  The interest rate
on the Company's line of credit is prime plus two, as of March 14, 2002, the
interest rate is 7.5%.

The Company plans to continue using the promissory notes to fund working
capital.  The Company believes the extensions will continue and does not
anticipate the repayment of these notes in fiscal 2002. The extensions 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, 2002, have any material commitments
for other capital expenditures other than the Management Services segment's
requirements under the terms of the Indian Gaming Management Agreements.
These requirements are further described in this section.

<page>

Depending upon the development schedules, the Company, through
Management Services, will need additional funds to complete its currently
planned Indian gaming opportunities through its affiliate, Butler National
Service Corporation.  The Company will use current cash available, and
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.

Avionics and Modifications continue to add new product lines to its Classic
Aviation Products group.  Avionics may need additional working capital to
finance the expected increased level of business.  There can be no assurance
that the additional financing will be available or that all the pending
orders will be completed.

The Company was initially listed in the National Over-the-Counter market in
1969, under the symbol "BUTL".  Effective June 8, 1992, the symbol was
changed to "BLNL".  On February 24, 1994, it was listed on the small cap
market under the symbol "BUKS".  The Company's common stock was delisted
from the small cap category effective January 1, 1999, and is now listed in the
Over-the-Counter (OTCBB) category.

The rest of this page intentionally left blank.

<page>


FORWARD LOOKING INFORMATION

The 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 the April 30,
2001 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 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.

Item 2.        	Changes in Securities
               	None

Item 4    	Submission of Matters to Vote of Security Holders

		The Company held the annual meeting of shareholders
		on January 29, 2002.  In addition to the election of
		directors, the following items were submitted to and
		approved by the	shareholders.

		The ratification of the selection of Weaver & Martin
		LLC as auditors for the fiscal year ending April 30, 2002.

		The consideration and vote upon a proposal to
		increase our authorized number of shares of Common
		Stock of the Company from 40,000,000 to 100,000,000 shares
		and increase our authorized number of shares of Preferred
		Stock from 200,000 to 50,000,000 shares.

		The consideration and vote upon a proposal to
		approve changing the Company's state incorporation from
		Delaware to Kansas by merging into a wholly owned
		subsidiary of Butler National Corporation which is a
		Kansas corporation.


Item 6.        	Exhibits and reports on Form 8-K.
       (A) Exhibits.

               	3.1  Articles of Incorporation, as amended are
		incorporated by reference to Exhibit 3.1 of the
		Company's Form 10-K for the year ended April 30, 1988.

             	3.2  Bylaws, as amended, are incorporated by
		reference to Exhibit 3.2 of the Company's Form 10-K
	        for the Statement dated August 16, 1996.

	        99  Exhibit Number 99.
                Cautionary Statements for Purposes of the
		"Safe Harbor" Provisions of the Private Securities
		Litigation Reform Act of 1995, are incorporated by
		reference to Exhibit 99 of the Form 10-K for
                the fiscal year ended April 30, 2000.

	        27.1  Financial Data Schedule (EDGAR version
		only).  Filed herewith.

	        The Company agrees to file with the Commission any
		agreement or instrument not filed as an exhibit upon
		the request of the Commission.


       (B)  Reports on Form 8-K.

       		The Company reported on Form 8-K, dated December
		18, 2001, reporting under Item 5, the issue of a
		press release related to the Company's filing of
		it's second quarter Form 10-Q for fiscal year
	        2002.

	        The Company reported on Form 8-K, dated December
		18, 2001, reporting under item 5, the issue of a
		press release related to the Company's Aircraft
		Cockpit Shield Door.

<page>


SIGNATURES

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.


BUTLER NATIONAL CORPORATION

(Registrant)


March 14, 2002                               /S/ Clark D. Stewart
   Date                                      Clark D. Stewart
		                             (President and Chief
					     Executive Officer)


March 14, 2002                               /S/ Angela Seba
   Date                                      Angela Seba
                                             (Chief Financial Officer)