SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 FORM 10-Q/A

(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, 2000

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

                      For the quarter ended January 31, 2000

                         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:


     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, 2000, was 20,571,980 shares.

<PAGE>

              BUTLER NATIONAL CORPORATION AND SUBSIDIARIES


                                  INDEX

PART I.        FINANCIAL INFORMATION:

                                                                      Page No.

     Consolidated Balance Sheets - January 31, 2000
        and April 30, 1999................................................3

     Consolidated Statements of Income - Three
        Months ended January 31, 2000 and 1999............................4

     Consolidated Statements of Income - nine
        Months ended January 31, 2000 and 1999............................4

     Consolidated Statements of Cash Flows - Nine
        Months ended January 31, 2000 and 1999............................5

        Notes to Consolidated Financial Statements........................6

     Management's Discussion and Analysis
        Financial Condition and Results of Operations.....................8

PART II.

     OTHER INFORMATION...................................................13

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

<PAGE>
<TABLE>

                BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS

ASSETS                                               01/31/00         4/30/99
                                                   (unaudited)       (audited)
<S>                                                    <C>              <C>

Current Assets:
     Cash                                           $   98,780      $ 161,808
     Accounts receivable, net of allowance for
          doubtful accounts of $68,900 at Jan. 31,     207,435        422,066
          and $68,900 at April 30, 1999
     Due from affiliate                                294,461         13,354
     Note receivable from Indian Gaming developments   347,285        347,285

     Contracts in process                                 -           405,937
     Inventories:
          Raw materials                              1,572,477      1,754,444
          Work in process                              308,836        333,399
          Finished goods                                86,809         45,188
          Aircraft                                   1,455,666        295,281
                                                    ----------     ----------
                                                     3,423,789      2,428,312
      Prepaid expenses and other assets                  6,309         72,634
                                                    ----------     ----------
               Total current assets                  4,378,059      3,851,396

Property, Plant and Equipment:
     Land & Building                                   948,089        948,089
     Machinery and equipment                         1,198,551      1,198,541
     Office furniture and fixtures                     608,412        585,968
     Leasehold improvements                             33,959         33,959
                                                    ----------     ----------
               Total cost                            2,789,011      2,766,557

     Accumulated depreciation                       (1,435,833)   (1,275,145)
                                                    ----------     ----------
               Net Property, Plant                   1,353,178     1,491,412
               and equipment

Supplemental Type Certificates                       1,352,819     1,392,611

Indian Gaming:
     Note receivable from Indian Gaming
     developments                                    1,107,758     1,423,066

     Advances for Indian gaming developments
     (net of reserves of $2,718,928 and
      $2,718,928 at Jan. 31 and April 30, 1999
      respectively)                                  1,752,643     1,722,636
                                                     ---------     ---------
               Total Indian Gaming                   2,860,401     3,145,702

Other Assets
     Aircraft and aircraft parts                          -              -
     Other assets                                      202,438       236,910
                                                    ----------     ----------
               Total Other Assets                      202,438       236,910
                                                    ----------     ----------
               Total assets                        $10,146,895   $10,118,031
                                                    ==========    ==========

LIABILITIES AND SHAREHOLDERS' EQUITY                01/31/00        4/30/99
                                                   (unaudited)     (audited)
Current Liabilities:
     Bank overdraft payable                         $  56,782    $   119,942
     Promissory notes payable                         438,035        471,575
     Current maturities of long-term debt and
      capital lease obligations                       657,613        401,345
     Accounts payable                                 648,037        919,087
     Customer Deposits                                 10,000        582,314
     Accrued liabilities -
          Compensation and compensated absences        97,266         99,190
          Other                                        36,674         69,851
                                                   ----------      ----------
               Total current liabilities            1,944,407      2,663,304

Long-Term Debt, and capital lease obligation,
 net of current maturities                          2,834,168      1,756,997
Convertible debentures                                503,000        650,000
                                                    ---------      ---------
               Total liabilities                    5,281,575      5,070,301

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, 438.5 shares at
       1/31/00 & 693 shares at 4/30/99               173,445         313,603
     Common stock, par value $.01:
       Authorized, 40,000,000 shares
       Issued and outstanding 12,555,746 at
       1/31/00 & 15,212,087 at 4/30/99               211,720         152,121
       Capital contributed in excess of par        9,211,008       8,981,048
     Treasury stock, at cost (No preferred at
       01/31 & no preferred at 4/30                 (732,000)       (732,000)
       and common 600,000 at 01/31 & 600,000
       at 4/30)
     Retained deficit                             (3,998,853)     (3,667,042)
      (deficit of $11,938,813 eliminated
       October 31, 1992)
                                                  ----------      ----------
          Total shareholders' equity               4,865,320       5,047,730
                                                  ----------      ----------
          Total liabilities and shareholders'
          equity                                 $10,146,895     $10,118,031
                                                  ==========      ==========

      The accompanying notes are an integral part of these balance sheets.
</TABLE>
<PAGE>
<TABLE>


                BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>



                                                   THREE MONTHS ENDED
                                                        Jan 31,
                                                  2000             1999
                                              (unaudited)     (unaudited)
<S>                                                <C>               <C>

     Net sales                                $  901,705        $  594,994

     Cost of sales                               899,478           573,450

                                              ----------        ----------
                                                   2,227            21,544

     Selling, general and
     administrative expenses                     332,242           556,796
                                              ----------        ----------
          Operating income (loss)               (330,015)         (535,252)



     Other income (expense):
          Interest expense                       (55,439)          (74,466)
          Interest revenue                        42,241            87,799
          Other                                    1,759            (4,616)
                                              ----------        -----------
          Other expense                          (11,439)            8,717
                                              ----------        -----------


     Income (loss)
        from continuing operations before
        taxes                                   (341,454)         (526,535)


     Provision for income taxes from
        continuing operations                       -                 -
                                            -----------       -----------
     Income (loss) from
        continuing operations               $   (341,454)    $    (526,535)
                                             ===========       ===========



     Discontinued operations:
         Income (loss) from discontinued
                 operations, net of taxes          -                 -

        Loss on discontinued operations,
                   net of taxes                    -                 -

           Total discontinued operations           -                 -
                                             ----------        ----------
          Net income (loss)                 $  (341,454)    $   (526,535)
                                             ==========        ==========
     Basic earnings (loss) per common share:
        Continuing operations                      (.02)            (.05)

        Discontinued operations                     -                -
                                               ----------      ----------
                                            $      (.02)    $       (.05)
                                              ==========      ==========
      Shares used in per share calculation    15,781,544      11,302,885

     Diluted earnings (loss) per common share
     Continuing operations                         (.02)           (.04)

     Discontinued operations                        -                -
                                              ----------       ---------
                                             $     (.02)      $    (.04)
                                              ==========       =========
      Shares used in per share calculation    15,781,544      11,302,885


       The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>
<TABLE>


                BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>



                                                   NINE MONTHS ENDED
                                                        Jan. 31,
                                                  2000             1999
                                              (unaudited)       (unaudited)
<S>                                                <C>               <C>

     Net sales                                $3,553,805        $4,832,284

     Cost of sales                             2,873,844         4,010,753

                                              ----------        ----------
                                                 679,960           821,531

     Selling, general and
     administrative expenses                   1,023,714         1,162,308
                                              ----------        ----------
          Operating income (loss)               (343,754)         (340,777)



     Other income (expense):
          Interest expense                      (123,957)         (162,693)
          Interest revenue                       129,582           119,285
          Other                                    6,317             8,813
                                              ----------        ----------
          Other expense                           11,942           (34,595)
                                              ----------        ----------


     Income (loss)
        from continuing operations before       (331,812)         (375,372)
        taxes

     Provision for income taxes from
        continuing operations                       -                 -
                                             ----------        ----------
     Income (loss) from
        continuing operations               $   (331,812)    $    (375,372)
                                              ==========        ==========



     Discontinued operations:
         Income (loss) from discontinued
          operations, net of taxes                 -             (315,328)

        Loss on discontinued operations,
            net of taxes                           -                 -
                                              ---------         ---------
         Total discontinued operations             -             (315,328)
                                              ---------         ---------
        Net income (loss)                  $   (331,812)     $   (690,700)
                                              =========         =========

     Basic earnings (loss) per common share:
        Continuing operations                      (.02)            (.03)

        Discontinued operations                    -                (.03)
                                              ---------         --------
     Shares used in per share calculation          (.02)            (.06)
                                              =========         ========


     Shares used in per share calculation     15,781,554       11,302,885

     Diluted earnings (loss) per common share
     Continuing operations                          (.02)            (.03)
     Discontinued operations                        -                (.03)
                                              ----------        ---------
                                                    (.02)            (.06)
                                              ==========       ==========
      Shares used in per share calculation    15,781,554       11,302,885


       The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>

<TABLE>

                  BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<CAPTION>
                                                Nine Months Ended Jan. 31,
                                                 2000                 1999
                                             (unaudited)        (unaudited)
<S>                                               <C>                  <C>

Cash flows from operating
activities:



Net income (loss)                                $(331,811)        $ (690,700)
     Income (loss) from discontinued operations       -              (315,328)
     Income from continuing operations            (331,811)          (375,372)
     Adjustments to reconcile net income
      (loss) to net cash (used in) operations:

     Depreciation                                  160,688            153,794
     Amortization                                   39,792             35,980
     Other noncash expenses                          2,401            286,824

Changes in assets and liabilities:
     Accounts receivable                           (66,476)           (4,293)
     Contracts in process                          405,937           551,610
     Inventories                                  (995,477)        1,235,046
     Prepaid expenses and other current assets      66,325            89,656
     Other assets and other                         34,472          (127,325)
     Accounts payable                             (171,972)          239,725
     Customer deposits                            (572,314)           42,708
     Accrued liabilities                           (35,101)           61,441

     Cash provided by (used in) continuing
       operations                                     -                 -
     Cash provided by (used in) discontinued          -                 -
       operations
     Total continuing adjustments               (1,131,725)        2,249,838
                                                ----------       -----------

          Cash provided by (used in) operations (1,463,536)        1,874,466
                                                ----------        -----------

Cash flows from investing activities:
     Capital expenditures, net                     (22,454)          (64,002)
     Indian Gaming Developments                    285,301        (2,032,758)
                                                ----------       ------------
          Cash provided by investing activities    262,847        (2,096,760)

                                                ----------       ------------
Cash flows from financing activities:
     Net borrowings under promissory note          (33,540)         (355,510)
     Proceeds from long-term debt                1,405,000         1,899,649
     Repayments of long-term debt and lease
      obligations                                 (233,799)       (1,415,603)
     Issuance of warrants/stock                       -               96,814
                                                ----------         ----------
          Cash provided by
          financing activities                   1,137,661           225,350
                                                ----------         ----------
Net increase (decrease) in cash                    (63,028)            3,056


Cash, beginning of period                          161,808           160,598
                                                ----------         ----------
Cash, end of period                        $        97,878     $     163,654

Supplemental disclosures of cash flow
information:

     Interest paid                         $       123,957     $     162,690
     Income taxes paid                                -                 -

       The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>


              BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.  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, 2000 are not indicative of the results of operations that may be
expected for the year ending April 30, 2000.

Certain reclassifications within the financial statement captions have
been made to maintain consistency in presentation between years.

For further information, refer to the restated Consolidated Financial
Statements and Footnotes included in the Registrant's Annual Report on Form
10-K/A for the year ended April 30, 1998 filed with the Securities and
Exchange Commission on March 24, 2000.

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 $3,207,686 and $3,492,987 at
January 31, 2000 and April 30, 1999, respectively, related to the
development of Indian gaming facilities.  These amounts are net of
reserves of $2,718,928 and $2,718,928 in fiscal year 1999 and 1998,
respectively, 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 former 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 gaming enterprises
and all assets of the Stables except the land and building.  The Company
is currently receiving payments on the note and its management fee on the
Stables operation.  Amounts to be received on the notes are 2000 - $486,776;
2001 - $347,285; 2002 - $382,800; 2003 - $428,000 and 2004 - $125,540.

3.  Aircraft:  The Company buys aircraft, modifies the aircraft and resells
the aircraft as a part of the aircraft modification business segment.

During the quarter ended July 31, 1998, a modified Lear 35 aircraft was sold
for approximately $2.1 million.  This aircraft was carried as inventory
for approximately $1,500,000 on the Balance Sheet. The Company plans to
continue the business of purchase, modify and sale of applicable aircraft
and is now recording the the carrying cost of these airplanes as Aircraft
Inventory on the Balance Sheet.

During the quarter ended January 31, 2000, a Lear 25 aircraft was purchased
for approximately $1.4 million.  This aircraft is carried as inventory
for approximately $1,400,000 on the Balance Sheet and will be modified and
resold. The Company plans to continue the business of purchase, modify and
sale of applicable aircraft and is now recording the the carrying cost of
these airplanes as Aircraft Inventory on the Balance Sheet.  The aircraft was
financed under the Company's aircraft floor plan.

4.  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.

5.  During the first nine months of fiscal 2000, 3,299,131 shares were issued
to reduce the convertible preferred stock by $256,500.

6.  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.

7.  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 fiscal 2000 and
fiscal 1999 because they are anti-dilutive.

8.  Dividend of Subsidiary Stock to Shareholders:  On May 4, 1999 the
Company announced it would distribute to its shareholders the stock in the
subsidiary Butler National Service Corporation (BNSC).  The assets of the
subsidiary totalled approximately $1,623,000 and liabilities totalled
approximately $1,620,000.  The distribution will be made when the filings
are approved by the Security and Exchange Commission.  BNSC holds a contract
to manage an Indian Gaming facility (The Stables) and will manage all Indian
Gaming facilities when there is a contract between the Tribe and BNSC.

9.  Research and Development: The Company charges to operations research and
development costs.  The amount charged in the quarter ended January 31, 2000
was approximately $183,162.


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

RESULTS OF OPERATIONS

Third quarter fiscal 2000 compared to third quarter fiscal 1999

Overview: Consolidated sales were $3,553,805 for the nine months ended January
31, 2000, compared to $4,832,284 for the nine months ended January 31, 1999,
a decrease of (26.5%).   Sales for the third fiscal quarter were $901,705
compared to $594,994 for the three months ended January 31, 1999.  Sales for
the nine month period decreased in the Avionics segment (65.5%), the Aircraft
Modifications segment (177%), and decreased in the Monitoring Services segment
(17.3%). Sales for the first nine months of fiscal 1999 included a sale by
the Aircraft Modifications segment of an aircraft after modification for
approximately $2.1 million.

The Company recorded a net loss from continuing operations of $(341,454) in
the current quarter compared to a loss of $(526,535) in the comparable period
of fiscal 1999.

Selling, General and Administrative expenses were $899,478 for the current
quarter, compared to $556,796 from the prior year.  Expenses for the nine
months were $1,023,714, including research and development of $311,243 in
fiscal 2000 compared to $1,162,308 in fiscal 1999 a decrease of (11.9%).

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

Aircraft Modifications:  Sales from the Aircraft Modifications business
segment were $2,407,560 for the first nine months down (36.3%) from $3,779,709
in the prior year.  Gross profit decreased from $381,207 in the nine months
ending January 31, 1999 to $161,288 in the nine months ending January 2000.
Third quarter fiscal 2000 sales were $660,530 compared to $238,559 in fiscal
1999.  Third quarter gross profit was a loss of $(82,367) and a profit of
$143,739, respectively.  The fiscal 1999 nine month sales included the sale
of a learjet for $2,100,000.

Avionics:  Avionics unit sales were $283,099 for the nine months ended January
31, 2000 compared to $263,410 in the comparable period of the preceding year,
an increase of (7.5%).  The increase resulted from higher sales of switching
units to our primary customer.  Operating profits for the nine months ended
January 31, 2000, were a loss of $23,303 compared to a loss of $23,066 for
the nine months ended January 31, 1999.  The Company believes the sales volume
will remain relatively stable with some growth from new projects for the next
few years.

SCADA Systems and Monitoring Services:  Sales for the nine months ended
January 31, 2000 were $873,106 compared to sales of $699,387 for the
comparable period of the prior year an increase of 24.8%.  Sales increased
compared to the prior year because of a special project starting up.
Operating profit for the nine months was $205,475 compared to $3,164 for the
nine months ended January 31, 1999.  Sales for the third quarter of fiscal
2000 were $193,204, a decrease of $40,463 from the same quarter of fiscal
1999.  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 third
quarter of fiscal 2000 and fiscal 1999.

Indian Gaming Management (a division of Butler National Corporation): This
segment earned interest income of $41,913 during the quarter and $129,247 for
the first nine months and incurred no expense in the quarter.  In fiscal 1999,
$30,424 was expensed in the first nine months 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 nine
months ended January 31, 2000, were $1,023,714 or 28.9% of sales compared to
$1,162,308 or 24% of sales for the nine months ended January 31, 1999, a
decrease of $135,594 or (11.9%).

Interest expense for the nine months ended January 31, 2000, decreased $38,736
from $123,957 compared to the third quarter of the prior year to $162,693.
The Company continues to use its line of credit to maintain operations.  The
Company acquired a Lear 35 during fiscal 1996 for debt on an inventory floor
plan of $1,500,000, the majority of the decrease in interest expense relates
to this acquisition and the related debt and the increased borrowing on the
credit line.  The Company sold the Learjet model 35 resulting in reduced
interest cost for the first quarter of fiscal 1999.  The Company used the
inventory floor plan to acquire a Lear 25 for $1,400,000 for modification and
resale during fiscal 2001.

Other income(expense) is income of $130,274 in the nine months ended January
31, 2000, versus income of $128,098 in the nine months ended January 31, 1999.

The Company employed 60 at January 31, 2000, and 67 at January 31, 1999.

EARNINGS

The Company recorded a loss of $331,812 in the nine months ended January 31,
2000.  This is comparable to a loss of $690,700 in the nine months ended
January 31, 1999.  Earnings per share is a loss of $.02 and a loss of
$.06 for the nine months ending January 31, 2000, and January 31, 1999,
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 $438,035 at
January 31, 2000, and  was $340,208 at January 31, 1999.

The Company's unused line of credit was approximately $61,965 as of January
31, 2000 and approximately $159,792 as of January 31, 1999.  The interest rate
on the Company's line of credit is prime plus two, as of January 31, 2000, the
interest rate is 10.5%.

The Company plans to continue using the promissory notes payable to fund
working capital.  The Company believes the extensions will continue and does
not anticipate the repayment of these notes in fiscal 2000. 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, 2000, 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.  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.

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, the Company was and is listed on the NASDAQ
Small Cap Market under the symbol "BUKS."  Since the initial filing of the
report on Form 10-K for the period ending April 30, 1998, the Company's common
stock has been delisted from the small cap category effective January 1, 1999
and is now listed in the over-the-counter (OTCBB) category.

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 this 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.


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                                  PART II.

                            OTHER INFORMATION

Responses to items 3 nd 5 are omitted since these items are either
inapplicable or the response thereto would be negative.

Item 1. Legal Proceedings
     None

Item 2. Changes in Securities
     The Company issued 1,967,015 and 1,300,000 shares of common stock for
     the convertible preferred and convertible debentures, respectively
     during the third quarter of fiscal 2000.

     The Company retired $337,240 of its treasury stock.

     The Company issued 125,000 shares of common stock in lieu of cash
     payment.

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 theStatement 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, 1998.

       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.
             On November 1, 1999, the Company reported on Form 8-K under
             Item 4, the engagement of its new auditor.


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                                 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)


September 25, 2000                   /S/ Clark D. Stewart
        Date                         Clark D. Stewart
                                     (President and Chief Executive Officer)


September 25, 2000                   /S/ Robert E. Leisure
        Date                         Robert E. Leisure
                                     (Chief Financial Officer)


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