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 October 31, 2001

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

For the quarter ended October 31, 2001

Commission File Number 0-1678


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


Delaware                      	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 October 31, 2001, was 37,283,278 shares.

<page>

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES


	                   INDEX

PART I	FINANCIAL INFORMATION:	     		PAGE
		                                NO.


Condensed Consolidated Balance Sheets -
October 31, 2001 and April 30, 2001            	3


Condensed Consolidated Statements of Income
- Three Months ended October 31, 2001 and
2000	                                        4


Condensed Consolidated Statements of Income
- Six Months ended October 31, 2001 and
2000	                                        5


Condensed Consolidated Statements of Cash
Flows - Six Months ended October 31, 2001 and
2000	                                        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


SIGNATURES                                     	13

<PAGE>

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


ASSETS                             				  					10/31/01  	4/30/01
		                       (unaudited)    (audited)
Current Assets:
  Cash  				$212,565	$108,071
  Accounts receivable, net of
     allowance for            		 806,991	 642,564
     doubtful accounts of $11,703
	at Oct. 31, and $25,600 at
	April 30, 2001
  Note receivable from Indian
     Gaming development             	 647,285   	 647,285
  Due from affiliate                  	    -      	 308,181

  Contracts in process             	    -               -

  Inventories:
     Raw materials                     1,595,805       1,639,080
     Work in process                	 140,658         208,036
     Finished goods                  	  46,635          70,920
     Aircraft                          1,046,281       1,467,771
                                       2,829,379       3,385,807
Prepaid expenses and other assets     	   5,176     	   9,730
          Total current assets         4,501,396       4,793,457

Property, Plant and Equipment:
     Land & Building               	 948,089         948,089
     Machinery and equipment           1,181,297       1,161,220
     Office furniture and fixtures  	 607,736         607,736
     Leasehold improvements           	   4,249     	   4,249
               Total cost              2,741,371       2,721,294

     Accumulated depreciation         (1,672,150)    (1,590,048)
              Net Property, Plant
              and equipment            1,069,221      1,131,246

               Supplemental Type
               Certificates            1,348,892      1,338,372
Indian Gaming:
     Note receivable from Indian
     Gaming developments           	918,677       1,285,326

     Advances for Indian gaming
     developments (net of             1,866,225       1,861,376
     reserves of $2,718,928 at
     Oct. 31 and April 30, 2001)

               Total Indian Gaming
               (Long Term)            2,784,902       3,146,702

               Other assets         	196,837         196,837

               Total Other Assets   	196,837         196,837

               Total Assets          $9,901,248     $10,606,614


LIABILITIES AND SHAREHOLDERS' EQUITY
                                      								    10/31/01         4/30/01
                                   (unaudited)      (audited)
Current Liabilities:
     Bank overdraft payable     $       -           $   149,859
     Promissory notes payable        326,773            348,590
  Current maturities of long-term
     debt                            838,542          1,321,030
  Accounts Payable                   518,075            807,114
  Customer Deposits                     -               167,530
  Accrued liabilities-
     Compensation and compensated
     absences                        255,936            120,304
     Other                           192,310            118,837
          Total current
          liabilities              2,131,636          3,033,264

Long-Term Debt, net of current
     maturities                    2,324,997          3,253,612
Convertible debentures                  -                78,000
          Total liabilities        4,456,633          6,364,876


Shareholders' equity:
     Preferred stock, par value $5:      -                -
     Authorized, 200,000 shares,
	all classes $1,000 Class B,
	6%, convertible cumulative,
	liquidation and redemption
	value $1,000, issued and
	outstanding, zero shares at
        10/31/01 & zero shares at
	4/30/01

Common stock, par value $.01:	      378,833	        369,041
     Authorized, 40,000,000 shares
       Issued and outstanding
       37,883,278 Oct. 31,
       2001 & 27,181,828 at
       April 31, 2001

Capital contributed in excess
     	of par			    9,958,476         9,890,268


Treasury stock, at cost (No
     preferred at 10/31 and          (732,000)        (732,000)
     no preferred at 4/30 and
     common 600,000 at 10/31
     and 600,000 at 4/30)

Retained deficit
     (deficit of $11,938,813
      eliminated October 31,
     1992)           		    (4,160,694)     (5,285,571)

          Total shareholders'
          equity                     5,444,615       4,241,738

Total liabilities and
shareholders' equity                $9,901,248     $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

                                 									      October 31,
					2001              2000
                                     (unaudited)    (unaudited)

Net sales			      $2,665,724      $1,323,693
Cost of sales                          1,198,088       1,137,161
                     		       1,467,636         186,532

Selling, general and
administrative expenses   		 832,775        547,689
Operating income (loss)     		 634,861       (361,157)

Other income (expense)
  Interest expense		         (90,991)       (85,196)
  Interest revenue		          34,746         33,708
  Other                     		  13,944            175
  Other expense			         (42,301)       (51,313)

  Income (loss) before
  taxes                     		 592,560       (412,470)
  Provision for income
  taxes                            	   5,000     	   -
	  Net income (loss)	      $  587,560    $  (412,470)

Basic earnings (loss) per
common share:                         $     0.02    $     (0.02)
Shares used in per share
calculation              	      32,899,346     24,247,257

Diluted earnings (loss)
per common share         	      $     0.02    $     (0.02)

Shares used in per share
Calculation             	      32,899,346     24,247,257

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 SIX MONTHS ENDED

				              October 31,

					     2001         2000						(unaudited) (unaudited)

Net sales				$5,920,714   $2,306,279
Cost of sales             	         3,390,650    2,027,761
                         		 2,530,064      278,518

Selling, general and
administrative expenses  		 1,319,304      979,434
Operating income (loss)  		 1,210,760     (700,916)

Other income (expense)
  Interest expense        		  (180,966)    (168,740)
  Interest revenue		    	    77,704	 70,068
  Other				  	    17,379	  2,180
    Other expense                          (85,883)     (96,492)

Income (loss) before
taxes                     		 1,124,877     (797,408)
Provision for income
taxes                                       10,000         -
Net income (loss)			$1,114,877   $ (797,408)

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

Shares used in per share
Calculation             		32,899,346   24,247,257

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

Shares used in per share
Calculation             		32,899,346   24,247,257

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 SIX MONTHS ENDED

          				                         				                October 31,

                        		     2001	   2000
                           		(unaudited)  (unaudited)

Cash flows from operating
activities:

Net income (loss)			$1,114,876   $ (797,408)

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

Depreciation                     	    82,102      101,876
Amortization                 		      -          31,070
Other                             	    10,000         -

Changes in assets and
liabilities:

Accounts receivable             	  (164,427)     280,492
Contracts in process            	      -         385,500
Inventories                     	   556,428       76,599
Prepaid expenses and
other current
assets                                       4,554         (753)
Other assets and other             	       -          3,018
Accounts payable                	  (438,898)     172,015
Customer deposits               	  (167,530)    (452,923)
Accrued liabilities     		   209,106       22,586
Cash provided by
(used in)
operations                    		 1,206,212     (177,928)


Cash flows from investing
activities:

Capital expenditures,
net                            		   (20,07         -
Indian Gaming
Developments                    	  361,799       105,650
Supplemental Type
Certificates               		  (10,520)         -
Cash used in
investing
activities                      	   331,202     $105,650

Cash flows from financing
activities:

Net borrowings under
promissory note               		   (21,817)      17,662

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

Repayments of long-term
debt and lease
obligations                 		(2,162,103)    (189,961)

Cash provided by financing activities   (1,432,920)     (46,211)

Net increase (decrease) in cash            104,494     (118,489)

Cash, beginning of period      	           108,071      160,090
Cash, end of period         		$  212,565   $   41,601

Supplemental disclosures of
cash flow information

     Interest paid          		$  180,966   $   89,975
     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 six months ended October 31,
2001 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
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 $1,866,225 and
$1,861,376 at October 31, 2001 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 2001 and 2000, 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.  In conjunction
with the dividend of Butler National Services
Corporation (BNSC) shares to Company shareholders
in May, 1999 $1,607,642 of the note was an asset
of BNSC and $1,770,351 was an asset of the Company.
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.

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. New Accounting Standards:  The American Institute of
Certified Public Accountants has issued SOP 98-5,
"Reporting on the costs of start-up activities."
This standard provides a change in the capitalization
policy for start up costs.  The standard is required
for the Company's fiscal year-end 1999.  The Company
has evaluated this standard and concluded its adoption
will have no material effect to the financial statements.

5.  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.

6. Research and Development: The Company charges to
operations research and development costs.  The amount
charged in the quarter ended October 31, 2001 was
approximately $150,000 and for the six months was
approximately $358,000.

The rest of this page intentionally left blank.

<PAGE>

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

First half fiscal 2002 compared to first half fiscal 2001

Overview: Consolidated sales were $5,920,714 for the six
months ended October 31, 2001, compared to $2,472,315 for
the six months ended October 31, 2000, an increase of 140%.
Sales for the second fiscal quarter were $2,665,724 compared
to $1,406,333 for the quarter ended October 31, 2000.
Sales for the six month period increased in the Avionics
segment 1,306%, increased in the Aircraft Modifications
segment 85%, and decreased in the Monitoring Services
segment (10%).

The Company recorded a net income from continuing
operations of $1,114,877 for the first half of fiscal
2002 compared to a net loss from continuing operations
of $797,408 in the same period of fiscal 2001.

Selling, General and Administrative expenses were
$1,319,304 for the six months, an increase of
$339,870 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 $1,226,674
(85%) from $1,449,326 in the first half of the
prior fiscal year to $2,676,000 in the first half
of fiscal 2002.  Modified aircraft sales were
$1,425,000 in the first fiscal quarter.  Gross
profit increased from $71,298 in the six months
ending October 31, 2000 to $365,021 in the six
months ending October 31, 2001.

Second quarter fiscal 2002 sales were $479,432
compared to $883,846 in fiscal 2001.  Second
quarter gross profit was a loss of $46,550 and
a profit of $114,332, respectively.  Sales and
the related gross profit were lower in fiscal
year 2002 than the previous year because of
depressed economic conditions in this segment.

Avionics:  Avionics unit sales were $2,298,621
for the six months ended October 31, 2001
compared to $163,538 in the comparable period
of the preceding year, an increase of 1,306%.
Operating profits for the six months ended
October 31, 2001, were $1,460,480 compared
to $(139,000) for the six months ended October
31, 2000.  The Company believes the sales volume
will remain relatively stable with growth from
new projects for 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 100 Boeing 747
aircraft with the Butler National TSD
during fiscal years 2001 and 2002.  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, 2002.  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 six months ended October 31, 2001 were
$575,650 compared to sales of $642,138 for the
comparable period of the prior year a decrease
of 10%.  Operating profit for the six months
was $145,639 compared to $105,044 for the six
months ended October 31, 2000.  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 half of
fiscal 2002 and fiscal 2001.

<PAGE>

Management Services:

                 -General-

Indian Gaming Management (a division of
Butler National Corporation): This segment
earned net management fees and interest
income of $93,993 during the quarter and
$172,885 for the first six months and incurred
no expenses during the current quarter.  In
the first half of fiscal 2002, $4,218 was
expensed for general and administrative
expenses associated with its continued efforts
to explore service opportunities related to
the Indian Gaming Act of 1988.

COSTS AND EXPENSES

Operating expenses (selling, general and
administrative): Expenses in the six months
ended October 31, 2001, were $1,319,304 or 22%
of sales compared to $979,434 or 43% of sales
for the six months ended October 31, 2000, an
increase of $339,871 or 34%.  This increase
was related to additional research and development
costs of approximately $358,000.

Interest expense for the six months ended October
31, 2001, increased $12,263 from $168,740 in the
first half of the prior year to $180,966.  The
Company continues to use its line of credit to
maintain operations.

The Company acquired a Lear 25 during fiscal 2000,
for debt on an inventory floor plan of $1,400,000,
the majority of the increase in interest expense
relates to this acquisition and the related debt
and the increased borrowing on the credit line.
The Company sold the Lear acquired in fiscal 2000
in June 2001.  The Company intends to sell the
second Learjet 25 after completion and certification
of the RX modification STC.

Other income (expense) is income of $17,379 in the
quarter ended October 31, 2001, versus income of
$2,180 in the quarter ended October 31, 2000.

The Company employed 55 at October 31, 2001, and 63
at October 31, 2000.

EARNINGS

The Company recorded a profit of $1,124,876 in the
six months ended October 31, 2001.  This is comparable
to a loss of $797,408 in the six months ended October
31, 2000.  Earnings per share is a profit of $.04 and
a loss of $.03 for the six months ending October 31,
2001, and October 31, 2000, 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 $362,773 at
October 31, 2001, and was $432,835 at October 31, 2000.

The Company's unused line of credit was approximately
$137,227 as of October 31, 2001 and approximately
$67,165 as of October 31, 2000.  The interest rate
on the Company's line of credit is prime plus two,
as of December 14, 2001, the interest rate is 7.0%.

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 October 31, 2001, 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.

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.

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<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
                None

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, 2001.

                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 filed a Form 8-K dated September 25, 2001,
reporting under Item 5, the issue of a press release
related to the Company's filing of it's first quarter
Form 10-Q for fiscal year 2002.

<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)


December 14, 2001		/S/ Clark D. Stewart
     Date               	Clark D. Stewart
                         	President and Chief
                       		Executive Officer)


December 14, 2001       	/S/ Angela Seba
     Date                	Angela Seba
                         	(Chief Financial Officer)

<PAGE>