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                                                                   Exhibit 19 

Butler
Manufacturing
Company
SECOND
QUARTER
REPORT 1998
Six Months Ended
June 30, 1998
BMA TOWER PENN VALLEY PARK KANSAS CITY, MO 64108


To Our Shareholders:


Butler's second quarter sales of $239 million were almost equal to the second
quarter a year ago. Net income of $4.9 million, or $.64 per share, compares with
net operating earnings of $5.7 million, or $.74 per share, last year. Second
quarter 1997 operating results included sales of about $13 million and net
earnings of $1.3 million from the Grain Systems division which was sold in June
1997. Considering Butler's continuing operations on a comparable basis, second
quarter 1998 sales were up about 5% and net earnings were 11% higher than a year
ago.

For the first six months of this year, sales were $432 million, compared with
$429 million in 1997, including $19 million of sales from the Grain Systems
division.  Net earnings of $6.1 million compare to net operating income of $7.6
million last year, including $1.7 million of earnings from the Grain Systems
business. For the first half of 1998, our continuing businesses had a 5%
increase in sales and a 3% improvement in net income.

In our Building Systems group, the U.S. metal building systems division had a
good first six months, with a 16% increase in earnings on modestly higher sales
compared to a year ago.  Our building systems businesses in Europe and in China
are progressing satisfactorily, with operating losses lower than last year. The
market in the United Kingdom, however, is weakening because of pressures
resulting from the high valuation of the pound in relation to other currencies. 
We still expect Europe to make substantial progress in reducing the loss
experienced in 1997. Butler's subsidiary in Brazil continued to suffer
operational difficulties, despite good market acceptance of its building
products.  Losses in Brazil are up significantly through June compared to a
year ago. We are taking aggressive actions to contain the near term losses and
to address the longer term challenges and opportunities we face in Brazil.
Improvements in all areas of operational execution in the Lester wood frame
buildings division enabled it to achieve substantially better results for the
second quarter and the first six months of this year, despite year-to-date
sales slightly lower than in 1997. Butler's new Innovative Building Technology
division, specializing in panelized product applications, is finding
encouraging market acceptance and recorded a start-up loss of about $.04 per
share during the first six months of this year.

The Vistawall architectural products group achieved a very strong 25% increase
in sales in the first half of 1998, aided by acquisitions made in 1997, good
construction activity in the commercial and institutional market segments, and
effective sales, marketing and service performance throughout the division.
Group earnings were also higher, although price competition within the industry
is more intense than market conditions might suggest.

Butler Construction had six months earnings substantially better than last year,
despite 7% lower contract billings. More effective project execution has been an
important part of their better results.
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In recent weeks we have announced the beginning of a transition within the
senior management group at Butler.  I have communicated my intention to take
early retirement in mid-1999. In anticipation of that, John Holland has been
elected Executive Vice President and will succeed me as Chief Executive
Officer. John has had a distinguished eighteen year career at Butler, most
recently serving as Chief Financial Officer.  Larry Miller, our Treasurer, has
been selected to replace John as CFO.  All of these moves, and others to
follow, are planned to put in place an experienced, new, senior executive
team to lead Butler for the next several years.

In June we accepted with regret the resignation of Robert E. Cook from our
Board of Directors.  Bob joined the Butler board in 1987 and made many
important contributions throughout his service.  His expanded international
management responsibilities at his own company precluded his having the time
available to continue on our board.

The outlook for the construction market is currently somewhat mixed.  A recent
Dun & Bradstreet survey of 200 construction executives concluded that "while
the construction market remains quite strong, a mild deceleration in growth
rates may now be taking shape."  While there are several reasons to be
cautious, our prospect, proposal, and order activity remains quite strong.
Total backlog of $341 million on June 30 was up 13% from a year ago. Product
backlog was 17% higher, and construction backlog was 6% lower.

Cordially yours, 

/s/Robert H. West

Robert H. West
Chairman and Chief Executive Officer


July 16, 1998
Butler Manufacturing Company