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                                                                    EXHIBIT 19
Butler
Manufacturing
Company
THIRD
QUARTER
REPORT 1999
Nine Months Ended
September 30, 1999
BMA TOWER PENN VALLEY PARK KANSAS CITY, MO 64108

To Our Shareholders:

Third quarter sales were $266 million, nearly the same as last year. Quarterly
net earnings were $14.4 million, or $2.03 per share compared with $6.7 million,
or $.88 per share a year ago. The 1999 third quarter net earnings includes a
one-time gain of $5.8 million, or $.81 per share. The one-time gain was realized
from the sale in late September of Butler Building Systems, Ltd., our former
United Kingdom metal buildings subsidiary, to a Dutch firm engaged in an
unrelated manufacturing business. As previously reported, we established a new
metal buildings business in Hungary to serve the continent and United Kingdom
markets.

Sales for the nine months through September were $718 million, an increase of 3%
over the same period last year. Net earnings for the first three quarters were
$21 million, or $2.92 per share compared with the $12.8 million, or $1.67 per
share earned in 1998 through September. The 1999 results include the one-time
gain mentioned previously.

Sales in the U. S. metal buildings business were about 4% lower through
September and operating earnings, while solidly profitable, were down
considerably from the same period last year. F. W. Dodge reports that
manufacturing construction awards, which is an important building market for
this business, were off 13% through August of this year compared with 1998. We
have reduced operating expenses and are aggressively pursuing sales
opportunities to help offset the decline in the manufacturing building sector.

The international metal building businesses continue to make progress. Our China
operation is performing exceptionally well. Through September, sales have more
than doubled compared with last year and the operating earnings contribution was
substantial as opposed to a loss in 1998. In order to sustain the positive
operating performance and capture the significant growth potential we foresee in
China, the board of directors approved an investment of $5 million in September
to increase production capacity. We expect to complete this expansion by the
middle of next year. Europe is beginning to realize the benefits operating from
its lower cost base in Hungary. However, sales through September were below the
level of last year, reflecting the slower economy in Europe and the interruption
of expanding our manufacturing plant. As a result, the current year operating
loss in Europe was greater than the loss recorded last year.

The Lester wood frame building business continues to trail results from last
year. Sales are down 11% and the business operated at a modest loss through
September. Our dependence on the very depressed hog confinement building market
coupled with the much slower general agricultural economy has eroded Lester
operating performance in 1999. We have reduced operating expenses in response to
the lower market opportunity and redirected resources to the commercial building
market.

Our Vistawall Architectural Products group continues its strong performance with
sales through September of $149 million, 12% ahead of a year ago. Operating
earnings were up 74% compared with 1998, as the commercial construction market
remains robust. We are evaluating options to increase our capacity to grow this
business and sustain the high service levels that Vistawall customers expect.

Butler Construction continued its positive operating trend through September
compared with last year. Sales increased 16% to $116 million while operating
earnings increased 34%. Butler Real Estate's 1999 performance matched its
earnings contribution from 1998. These businesses form the essential components
that support our strategy of construction and real estate leasing services for
Butler dealers and major corporate customers.






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We expected to show significant earnings improvement this year compared to 1998
and we have. The diversity of operating earnings, both geographically and by
market segment, is a unique strength of Butler Manufacturing Company. In
addition to our solid financial results, we achieved a new milestone in
outstanding safety performance, a tribute to our training and the dedication to
safe work practices of Butler associates throughout the world. At the end of
September, total backlog was $343 million, 8% ahead of the comparable backlog of
$316 million last year. Product backlog was up 3% and construction backlog up
40%. We anticipate a solid finish to 1999.

Cordially yours,

/s/John Holland

John Holland
President and Chief Executive Officer

October 15, 1999
Butler Manufacturing Company