<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K

                 Annual Report Pursuant to Section 13 or 15(d)
                     of The Securities Exchange Act of 1934
                                 (Fee Required)

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                          BUTLER MANUFACTURING COMPANY
                          BMA TOWER, PENN VALLEY PARK
                               (P.O. BOX 419917)
                       KANSAS CITY, MISSOURI  64141-0917
                           TELEPHONE: (816) 968-3000

                     Incorporated in the State of Delaware


                         COMMISSION FILE NO.     0-603

                         IRS NO.     44-0188420



     The Company has no securities registered pursuant to Section 12(b) of the
Act.  The only class of stock outstanding consists of Common Stock having no
par value, 7,564,638 shares of which were outstanding at December 31, 1995.
The Common Stock is registered pursuant to Section 12(g) of the Act.

     The aggregate market value of the Common Stock of the Company held by
non-affiliates, based upon the last sales price of such stock on February 21,
1996 was $242,928,594.

     The Registrant has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and has been subject to such filing requirements for the past 90 days.

     As indicated by the following check mark, disclosure of delinquent filers
pursuant to Rule 405 of Regulation S-K is not contained herein and will not be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K: X
      -

     The following documents are incorporated herein by reference:

(1)  Butler Manufacturing Company 1995 Annual Report, pages 14 through 32
     (the "Annual Report" incorporated into Part II).

(2)  Butler Manufacturing Company Notice of Annual Meeting of Stockholders
     and Proxy Statement, dated March 11, 1996 (the "Proxy Statement"
     incorporated into Parts I and III).





<PAGE>   2

















                          BUTLER MANUFACTURING COMPANY

                                   FORM 10-K

                               _______________
                                      

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995



<PAGE>   3


                                    CONTENTS


<TABLE>
<CAPTION>
PART I                                                           Page
                                                                 ----
<S>                                                              <C>
  Item 1.  Business ............................................    3

  Item 2.  Properties ..........................................    6

  Item 3.  Legal Proceedings ...................................    7

  Item 4.  Submission of Matters to a Vote of Security Holders..    7
                                                                  
PART II                                                         
                                                                
  Item 5.  Market for Registrant's Common Equity                
           and Related Stockholder Matters ......................   7
                                                                
  Item 6.  Selected Financial Data ..............................   8
                                                                
  Item 7.  Management's Discussion and Analysis of              
           Financial Condition and Results of Operations ........   8
                                                                
  Item 8.  Financial Statements and Supplementary Data ..........   8
                                                                
  Item 9.  Changes in and Disagreements with Accountants        
           on Accounting and Financial Disclosure ...............   8
                                                                
PART III                                                        
                                                                
  Item 10. Directors and Executive Officers of the Registrant ..    8
                                                                
  Item 11. Executive Compensation ..............................   10
                                                                
  Item 12. Security Ownership of Certain Beneficial             
           Owners and Management ................................  10
                                                                
  Item 13. Certain Relationships and Related Transactions ......   10
                                                                
PART IV                                                         
                                                                
  Item 14. Exhibits, Financial Statement Schedules and Reports 
           on Form 8-K .........................................   10
                                                                
SIGNATURES ......................................................  13
                                                                
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS .............  14
                                                                
FINANCIAL STATEMENT SCHEDULES ................................... S-1
</TABLE>





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<PAGE>   4


                                     PART I

Item 1.Business

(a) General Development of Business

     The Company was founded as a partnership in 1901.  It was incorporated in
Missouri in 1902 and reincorporated in Delaware in 1969.  Its corporate
headquarters are located in Kansas City, Missouri, and principal plants and
offices are operated throughout the continental United States.  Principal
international operations are conducted through Butler Building Systems, Ltd.,
a wholly owned United Kingdom subsidiary acquired in 1991, and a Saudi Arabian
joint venture.

     The Company and its subsidiaries are primarily engaged in the marketing,
design, and production of systems and components for nonresidential
structures.  Products and services fall into three principal business
segments:  (1) Building Systems, consisting primarily of custom designed and
pre-engineered steel and wood frame building systems for commercial,
community, industrial and agricultural uses; (2) Construction and construction
management services for purchasers of large, complex or multiple site building
projects; and (3) Other Building Products,  consisting primarily of curtain
wall and storefront systems, skylights and roof vents for low, medium and
high-rise nonresidential buildings.  This segment also includes the
manufacture and sale of grain storage bins and the distribution of grain
handling and conditioning equipment.

     The Company's products are sold primarily through numerous independent
dealers.  Other Company products are sold through a variety of distribution
arrangements.

(b) Financial Information about Industry Segments

     The information required by Item 1(b) is hereby incorporated by reference
to pages 22 through 24 of the Company's Annual Report furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13.0 to this
report (see also items 6, 7, and 8 of this report).

(c) Narrative Description of Business

Building Systems
     The Company's largest segment, Building Systems, includes the U.S. steel
and wood frame pre-engineered building systems;  Butler European operations
consisting of 100% wholly owned subsidiaries in the United Kingdom, France,
and Germany; and a 30% owned Saudi Arabian joint venture (Saudi Building
Systems, Ltd.), all of which manufacture and/or market pre-engineered steel
frame building systems;  Butler World Trade, an export marketing organization
for metal building systems;  Butler Real Estate, Inc. a real estate developer;
and a 45% owned Japanese joint venture marketing pre-engineered building
systems to Japanese firms to meet their U.S. and international building
requirements.

     The Company's building systems consist primarily of custom designed and
pre-engineered one to five-story steel and one to two-story wood framed
buildings for commercial, community, industrial and agricultural uses such as
office buildings, manufacturing facilities, warehouses, schools, shopping
centers and farm buildings.  Principal product components of the systems are
structural members and a variety of pre-


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<PAGE>   5

engineered wall and roof components.  These are fabricated according to
standard or customer specifications and shipped to building sites for assembly
by independent dealers. Building components are manufactured in plants located
at Galesburg and Charleston, Illinois; Laurinburg, North Carolina; Birmingham,
Alabama;  Visalia, California; Annville, Pennsylvania; San Marcos, Texas;
Lester Prairie, Minnesota; Ottawa, Kansas; and Clear Brook, Virginia.

     Butler Building Systems, Ltd. manufactures and markets the Company's
pre-engineered steel frame buildings primarily for the United Kingdom and
European markets from its facility in Kirkcaldy, Scotland.  Saudi Building
Systems, Ltd. manufactures and markets pre-engineered steel frame buildings
for Middle Eastern markets at manufacturing facilities located in Jeddah,
Saudi Arabia.  The Company serves the Canadian market through a branch office
in Burlington, Ontario.

     Butler World Trade functions as an export marketing organization for
metal building systems.  Shipments are sourced primarily from Butler's U.S.,
U.K., and Saudi Arabian plants, and in the latter part of 1996 from the
Company's new manufacturing facility in Shanghai, China.  Butler World Trade
also has contracts with steel fabricators in China, Mexico, Poland and South
America to produce primary structurals in order to maintain competitive prices
and delivery schedules.  Butler World Trade has sales offices in Argentina,
Brazil, Chile, South Korea and Mexico and representative offices in China and
Vietnam.

     Building Systems' products are distributed throughout the world by
independent Butler dealers.  The dealers provide construction services and in
many cases complete design and engineering capabilities.

     Nonresidential pre-engineered buildings compete with ordinary forms of
building construction in the low-rise commercial, community, industrial and
agricultural markets.  Competition is primarily based upon cost, time of
construction, appearance, thermal efficiency and other specific customer
requirements.

     The Company also competes with numerous pre-engineered steel frame
building manufacturers doing business within the United States, Canada, and
the United Kingdom.  Approximately five of these manufacturers account for the
majority of industry sales.  The Company believes that its 1995 sales of steel
frame pre-engineered buildings within the United States exceeded those of any
other nonresidential steel frame pre-engineered buildings manufacturer, with
its next largest competitors being Varco-Pruden Buildings, a division of
United Dominion Industries Ltd., American Buildings Company, NCI Building
Systems, Inc., and Ceco and Star Buildings Systems combined, a division of
Robertson - Ceco Corporation.  Competition among manufacturers of
pre-engineered buildings is based primarily upon price, service, product
design and performance, and marketing capabilities.

     The Company's Lester wood frame buildings business ranks second in sales
to the industry leader, Morton Buildings, Inc., a major manufacturer which
sells direct to the end user.

     Butler Real Estate, Inc., a wholly-owned subsidiary of the Company,
provides real estate development services in cooperation with Butler dealers.
On the basis of commitments to lease obtained from credit worthy customers,
Butler Real Estate, Inc. acquires building sites, arranges with Butler dealers
for construction of project improvements, and then sells the completed
projects to investors.


                                       4

<PAGE>   6


     BMC Real Estate, Inc., a wholly-owned subsidiary of the Company,
participates solely in land development ventures.

Construction Services
     The Company's Construction Services segment consists of a wholly-owned
construction subsidiary, BUCON, Inc. which provides comprehensive design,
planning, execution and construction management services to major purchasers
of construction.  Revenues of the segment are derived primarily from general
contracting.  In addition, the Construction Services segment performs "furnish
and erect" and "materials only" subcontracts using products from several
Company divisions, predominantly the Company's Buildings Division. Competition
is primarily based upon price, time necessary to complete a project, design,
and product performance.  Construction Services competes with international,
national, regional and local general contracting firms, and whenever possible,
performs projects in conjunction with independent Butler dealers.

Other Building Products
     This segment includes the operations of the Vistawall and Grain Systems
Divisions and, prior to December 1993, the Walker Division.  The Walker
business was sold December 6, 1993.  The Vistawall business designs,
manufactures and markets architecturally oriented component systems for the
nonresidential construction market.  The Grain Systems' business manufactures
and markets grain storage bins and also distributes grain conditioning and
handling equipment.

     The Vistawall Division designs, manufactures and sells aluminum curtain
wall systems for mid and high-rise office markets, and entry doors and other
standard storefront products for low-rise retail and commercial markets.  The
products are distributed on a material supply basis to either curtain wall
erection subcontractors or general contractors, and through distribution
warehouses to glazing contractors for the storefront and entry door products.
Manufacturing and distribution facilities are located in Lincoln, Rhode
Island;  Atlanta, Georgia;  Modesto and Hayward, California;  Cincinnati and
Cleveland, Ohio;  Terrell, Houston and Dallas, Texas;  Tampa, Florida;
Washington, D.C.;  Chicago, Illinois; St. Louis, Missouri; and Seattle,
Washington.  The Division operates in highly competitive markets with other
national manufacturers which operate multiple plants and distribution
facilities, and with regional manufacturers.  Competition is primarily based
on cost, delivery capabilities, appearance and other specific customer
requirements.

     The Vistawall Division at its Terrell, Texas location also designs,
manufactures and installs Naturalite/EPI skylights of all types, from the more
standard designs used in commercial and industrial buildings, to highly
complex engineered solutions for monumental building projects.  In addition,
the Division designs and manufactures roof accessories, such as smoke and heat
vents, for conventional and pre-engineered buildings.  In 1995 Vistawall
acquired the Skywall product line of translucent skylights and panels.  The
Division markets its Naturalite/EPI and Skywall products through its existing
independent representative organization.  There are numerous competitors in
this industry with competition primarily based on price, engineering and
installation capabilities, delivery and other specific customer requirements.

     The Grain Systems Division manufactures and markets grain storage

                                       5

<PAGE>   7

bins from its Kansas City, Missouri plant.  It also distributes grain
conditioning and handling equipment.  The Division's products are sold
primarily to farmers and commercial grain elevators through a nationwide
network of independent dealers.  Products are also manufactured for export.
Grain systems are sold in highly competitive markets in direct competition
with national companies and smaller regional manufacturers.  Competition is
principally based on price, delivery schedules, and product performance.

     The Walker Division, which was sold to The Wiremold Company in December,
1993, manufactured a full array of power, lighting, electronics and
communication distribution systems for office, retail, and institutional
buildings.  Principal products consisted of underfloor duct and cellular floor
systems.

Manufacturing and Materials
     The Company's manufacturing operations include most conventional metal
fabricating operations, such as punching, shearing, welding, extruding and
forming of sheet and structural steel and aluminum.  The Company also operates
painting and anodizing lines for structural steel and aluminum components,
respectively.  Wood frame manufacturing operations include sawing and truss
fabrication.  The principal materials used in the manufacture of the Company's
products include steel, aluminum, wood, and purchased parts. All materials are
presently available to the Company in sufficient quantities to meet current
needs.

Seasonal Business
     Historically, the Company's sales and net earnings have been affected by
cycles in the general economy which influence nonresidential construction
markets (see in particular Item 7 of this report).  In addition, the Company's
sales usually reach a peak during the summer when construction activity is
highest.  Sales for the first, second, third and fourth quarters of 1995 were
$195 million, $207 million, $207 million and $218 million, respectively.

Backlog
     The Company's backlog of orders believed to be firm was $251 million at
December 31, 1995 and $237 million at December 31, 1994.  The Construction
Services segment, where margins are significantly lower than those associated
with product sales, accounted for $75 million of the year-end 1995 backlog and
$33 million of the year-end 1994 backlog.

Employees
     At December 31, 1995 the Company employed 3,966 persons, 2,946 of whom
were non-union employees, and 1,020 were hourly paid employees who were
members of four unions.  At December 31, 1994 the Company employed 3,564
persons. A five year labor agreement with the union at the Buildings Division
Galesburg, Illinois plant was renegotiated in 1995.  A labor agreement with
the union at the Grain Systems Kansas City, Missouri plant will expire in
January, 1997.

Item 2.Properties

     The principal plants and physical properties of the Company consist of
the manufacturing facilities described under Item 1, and the Company's
executive offices in Kansas City.  The 142,000 square foot Vistawall facility
located in Lincoln, Rhode Island which has light manufacturing and fabrication
operations is classified under "Assets

                                       6

<PAGE>   8

held for sale".  The 144,000 square foot Garland, Texas facility previously
used for the operations of Naturalite was sold in January, 1995 and was
recorded in "Investments and other assets".  The proceeds from the sale were
used to retire the existing mortgage on the property.  Through a subsidiary,
the Company also owns a land development venture with property located on a
108 acre site in San Marcos, Texas.  The property is recorded in "Assets held
for sale" and described in the "Real Estate Subsidiaries" footnote on page 22
in the Company's Annual Report.  All other plants and offices described under
Item 1 are utilized by the Company and are generally suitable and adequate for
the business activity conducted therein.  The Company's manufacturing
facilities described under Item 1, along with current outsourcing agreements
with various fabricators, have production capabilities sufficient to meet
current and foreseeable needs.

     Except for leased facilities listed below, all of the Company's principal
plants and offices are owned:

(1)  Leased space used for the Company's executive offices in Kansas City,
     Missouri (112,000 sq. ft. lease expiring in the year 2001 with an option
     to renew).

(2)  Leased space used for the Vistawall Division plant in Terrell, Texas
     (145,000 sq. ft. and 121,000 sq. ft. with leases expiring in 2000 and
     2006, respectively, both containing options to renew), and fabrication and
     distribution facilities in Dallas and Houston, Texas;  St. Louis,
     Missouri;  Chicago, Illinois;  Washington, D.C.;  Cincinnati and
     Cleveland, Ohio;  Atlanta, Georgia;  Tampa, Florida;  Seattle, Washington;
     and Modesto and Hayward, California (258,000 sq. ft. leased with various
     expiration dates).

(3)  The Company also leases various small sales and national account offices
     throughout the world.

Item 3. Legal Proceedings.

     There are no material legal or environmental proceedings pending as of
March 13, 1996.  Proceedings which are pending consist of matters normally
incident to the business conducted by the Company and taken together do not
appear to be material.

Item 4. Submissions of Matters to a Vote of Security Holders.

     No matters have been submitted to a vote of stockholders since the last
annual meeting of stockholders on April 18, 1995.


                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

     Incorporated by reference to the information under "Quarterly Financial
Information (Unaudited)", "Price Range of Common Stock (Unaudited)" and
"Historical Review 1995-1991" on pages 30 and 32 of the Annual Report.

     In September, 1994 the Board of Directors approved the resumption of a
regular cash dividend, at an indicated annual rate of 40 cents per share.  The
initial 10 cent quarterly payment was made in October 1994.

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<PAGE>   9

In June, 1995 the Board of Directors approved a 3-for-2 stock split and a 50%
increase in the quarterly cash dividend.  The stock split was paid July 17,
1995 to shareholders of record on June 30, 1995.  The Company has limited
restrictions on the payment of dividends based on certain debt covenants of
the Note Agreement dated June 1, 1994, between the Company and four insurance
companies (incorporated by reference to the Form 10-Q for the quarter ended
June 30, 1994, as indicated under Item 14).  As of December 31, 1995 the
Company had approximately $23 million of retained earnings available for cash
dividends.

Item 6. Selected Financial Data.

     Incorporated by reference to the information under "Historical Review
1995-1991"  on page 32 of the Annual Report.

Item 7. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

     Incorporated by reference to the information under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 14 and 15 of the Annual Report.

Item 8. Financial Statements and Supplementary Data.

     Incorporated by reference to the consolidated financial statements and
related notes on pages 16 through 31 of the Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

     Not applicable.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

     Information as to Directors is incorporated herein by reference to pages
3 through 5 of the Proxy Statement.  The Executive Officers, their ages, their
positions and offices with the Company and their principal occupations during
the past five years are shown below:

Corporate Executive Officers

Robert H. West - age 57, Chairman of the Board and Chief Executive Officer;
Chairman of the Executive Committee and member of the Board Organization
Committee.  He joined the Company in 1968, became President in 1978 and
Chairman of the Board in 1986.  Mr. West is a director of Commerce Bancshares,
Inc., Burlington Northern Santa Fe Corporation, Kansas City Power & Light
Company, and St. Luke's Hospital.  He is a trustee of the University of
Missouri at Kansas City.

Donald H. Pratt - age 58, President;  member of the Executive Committee.  He
joined Butler in 1965, became Executive Vice President in 1980, and President
of the Company in 1986.  Mr. Pratt is also a director of Twentieth Century
Mutual Funds and is a trustee of the

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<PAGE>   10

Kansas City Art Institute and Midwest Research Institute.  He serves on the
FFA Sponsors Advisory Board.

Richard O. Ballentine - age 59, Vice President, General Counsel, and Secretary
since 1978.  He joined Butler in 1975 as Vice President - Legal.

John T. Cole - age 45, Controller since 1990.  He joined Butler in 1977 and
previously was Corporate Audit Manager.

John J. Holland - age 45, Vice President - Finance since 1990.  He joined
Butler in 1980 and became Vice President - Controller in 1986.

John W. Huey - age 48, Vice President - Administration since 1993 and
Assistant Secretary since 1987.  He joined Butler in 1978 and was previously
Assistant General Counsel.

Larry C. Miller - age 39, Treasurer since 1989.  He joined Butler in 1980 and
became Assistant Treasurer in 1985.

Division Executive Officers

Moufid (Mike) Alossi - age 53, President, Butler (Shanghai) since 1995. He
joined Butler in 1968 and previously was Vice President-International Sales
and Marketing and was named President, Butler World Trade in 1993.

Hans G. Berger - age 48, Managing Director, Butler Europe since 1995.  He
previously was Managing Director, Butler Bausysteme GmbH from 1993 to 1995 and
Vice President - Engineering, Butler Canada from 1992.  From 1986 to 1992 he
was Vice President - Engineering, Canadian Building Systems, Inc.

William D. Chapman - age 53, President, International Operations since 1992.
He joined Butler in 1979 and was previously Vice President, International
Operations.

Thomas J. Hall - age 50, President, Butler Real Estate, Inc. since 1991.  He
joined Butler in 1969, and was named Vice President and General Manager of
Butler Real Estate, Inc. in 1987.

Larry D. Hayes - age 57, President, Lester Building Systems Division since
1991.  He joined Butler in 1975 and previously was President, Rural Systems
Division.

Richard S. Jarman - age 49, President, Buildings Division since 1986.  He
joined Butler in 1974.

William L. Johnsmeyer - age 48, President Butler Construction (Bucon, Inc.)
since 1990.  He joined Butler in 1982 and became President, Walker Division in
1984.

Robert J. Kronschnabel - age 60, President, Grain Systems Division since 1994.
He joined Butler in 1979 and was previously President, Naturalite/EPI in 1988
and became Vice President and General Manager, Grain Systems Division in 1991.

Ronald F. Rutledge - age 54, President Vistawall Division since 1984

                                        9

<PAGE>   11

when he joined Butler.

Item 11. Executive Compensation.

     Incorporated by reference to the information under "Report on Executive
Compensation", "Summary Compensation Table" and "Aggregated Option/SAR
Exercises and Fiscal Year-End Option/SAR Value Table" on pages 9 through 12 of
the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     Incorporated by reference to the information under "Beneficial Ownership
Table" on pages 7 through 9 of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

     Incorporated by reference to the information under "Election of Class A
Directors" on pages 2 through 10  and "Report on Executive Compensation" in
the Proxy Statement.

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     The following documents are filed as part of this report:

   (a)   Financial Statements:

       Consolidated Balance Sheets as of December 31, 1995 and 1994.

       Consolidated Statements of Earnings and Retained Earnings - Years Ended
       December 31, 1995, 1994 and 1993.

       Consolidated Statements of Cash Flow - Years Ended December 31, 1995,
       1994 and 1993.

       Notes to Consolidated Financial Statements.

       The foregoing have been incorporated by reference to the Annual Report
       as indicated under Item 8.

   (b)   Financial Statement Schedules:
       Auditors' Report on Financial Statement Schedule

       IX - Valuation and Qualifying Accounts

       All other schedules are omitted because they are not applicable or the
       information is contained in the consolidated financial statements or
       notes thereto.

   (c)   Exhibits:

         3.1  Certificate of Incorporation (incorporated by
              reference to Exhibit 3.5 to Company's Form 10-K for year ended,
              December 31, 1986).

                                       10

<PAGE>   12


         3.2 Bylaws of Butler Manufacturing Company (incorporated
             by reference to Exhibit 3.7 to Company's Form 10-K for year
             ended December 31, 1987).

         4.1 Note Agreement between the Company and four Insurance
             Companies dated as of June 1, 1994 (incorporated by reference to
             Exhibit 4 of the Company's Form 10-Q for the quarter ended June
             30, 1994).

        10.1 Butler Manufacturing Company Executive Deferred
             Compensation Plan as amended (incorporated by reference to
             Exhibit 10.2 to the Company's Form 10-K for the year ended
             December 31, 1989).

        10.2 Butler Manufacturing Company Stock Incentive Plan for
             1987, as amended (incorporated by reference to Exhibit 10.1 to
             the Company's Form 10-K for the year ended December 31, 1990).

        10.3 Butler Manufacturing Company Stock Incentive Plan of
             1979, as amended (incorporated by reference to Exhibit 10.2 to
             the Company's Form 10-K for the year ended December 31, 1990).

        10.4 Form of Change of Control Employment Agreements, as
             amended, between the Company and each of six executive officers
             (incorporated by reference to Exhibit 10.3 to the Company's Form
             10-K for the year ended December 31, 1990).

        10.5 Copy of Butler Manufacturing Company Supplemental
             Benefit Plan as amended and restated (incorporated by reference to
             Exhibit 10.5 to the Company's Form 10-K for the year ended
             December 31, 1994).

        10.6 Form of Butler Manufacturing Company Split Dollar Life
             Insurance Agreement (Collateral Assignment Method; Bonus
             Arrangement) entered into between the Company and certain
             executive officers (incorporated by reference to Exhibit 10.6 to
             the Company's Form 10-K for the year ended December 31, 1994).

        10.7 Form of Butler Manufacturing Company Split Dollar Life
             Insurance Agreement (Collateral Assignment Method; Roll Out
             Arrangement) entered into between the Company and certain
             executive officers (incorporated by reference to Exhibit 10.7 to
             the Company's Form 10-K for the year ended December 31, 1994).

        13.0 Butler Manufacturing Company 1995 Annual Report (only
             the information expressly incorporated herein by reference).


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<PAGE>   13

      
     22.0 Set forth below is a list as of March 13, 1996 of
          subsidiaries of the Company and their respective jurisdictions of
          incorporation.  Subsidiaries not listed, when considered in the
          aggregate as a single subsidiary, do not constitute a significant
          subsidiary.


<TABLE>
<CAPTION>
                                                   Jurisdiction of
             Subsidiary                            Incorporation
             ------------------------------------  ---------------
             <S>                                   <C>
             Butler Argentina, S.A.                Argentina
             Butler do Brasil Comercio Limitada    Brazil
             Butler Export, Inc.                   Barbados
             Butler Building Systems, Ltd.         Scotland
             Butler Bausysteme GmbH                Germany
             Butler Systemes de Construction SARL  France
             BMC Real Estate, Inc.                 Delaware
             BUCON, Inc.                           Delaware
             Butler Pacific, Inc.                  Delaware
             Butler Real Estate, Inc.              Delaware
             Butler, S.A. de C.V.                  Mexico
             Butler (Shanghai) Inc.                China
             Butler Holdings, Inc.                 Delaware
             Comercial Butler Limitada             Chile
             Lester's of Minnesota, Inc.           Minnesota
</TABLE>


     24.0 Power of Attorney to sign this Report by each director.

     27.0 Financial Data Schedule

     No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1995.

     The calculation of the aggregate market value of the Common Stock of the
Company held by non-affiliates as reflected on the front of the cover page is
based on the assumption that non-affiliates do not include directors.  Such
assumption does not reflect a belief by the Company or any director that any
director is an affiliate of the Company.

                                       12

<PAGE>   14


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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 on this 14th day
of March, 1996.

                                  BUTLER MANUFACTURING COMPANY

                                  BY  /S/ Robert H. West
                                     -------------------------
                                     Robert H. West
                                     Chairman of the Board

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the dates indicated.


<TABLE>
<S>                                      <C>                                            <C>
/S/ Robert H. West                       Chairman of the Board                          March 14, 1996
-------------------------------------    (Principal Executive Officer)
     Robert H. West                      

/S/ John J. Holland                      Vice President-Finance                         March 14, 1996
-------------------------------------    (Principal Financial Officer)
     John J. Holland                     

/S/ John T. Cole                         Controller                                     March 14, 1996
-------------------------------------    (Principal Accounting Officer)
     John T. Cole 

/S/ Harold G. Bernthal                   * Director                                     March 14, 1996
-------------------------------------
     Harold G. Bernthal

/S/ Robert E. Cook                       * Director                                     March 14, 1996
-------------------------------------
     Robert E. Cook

/S/ Alan M. Hallene                      * Director                                     March 14, 1996
-------------------------------------
     Alan M. Hallene

/S/ C.L. William Haw                     * Director                                     March 14, 1996
-------------------------------------
     C.L. William Haw

/S/ George E. Powell, Jr.                * Director                                     March 14, 1996
-------------------------------------
     George E. Powell, Jr.

/S/ Donald H. Pratt                      * Director                                     March 14, 1996
-------------------------------------
     Donald H. Pratt

/S/ Robert J. Reintjes, Sr.              * Director                                     March 14, 1996
-------------------------------------
     Robert J. Reintjes, Sr.

/S/ Judith A. Rogala                     * Director                                     March 14, 1996
-------------------------------------
     Judith A. Rogala
</TABLE>


Richard O. Ballentine, by signing his name hereto, does hereby sign this
report on Form 10-K on behalf of each of the above directors of the Registrant
pursuant to a power of attorney executed by each of such directors.

* By /S/ Richard O. Ballentine, Attorney-in-fact                 March 14, 1996 
-------------------------------------------------
      Richard O. Ballentine, Attorney-in-fact


                                       13

<PAGE>   15


CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Butler Manufacturing Company

     We consent to the incorporation by reference in Registration Statements
Nos. 33-14464, 2-63830, 2-55753 and 2-36370 on Form S-8 and the related
Prospectus dated June 11, 1987, with Appendix dated March 8, 1996, of Butler
Manufacturing Company of our report dated February 2, 1996 which contained an
explanatory paragraph regarding the adoption of Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and No. 109, "Accounting for Income Taxes",
relating to the consolidated balance sheets of Butler Manufacturing Company
and subsidiaries as of December 31, 1995, and 1994, and the related
consolidated statements of earnings and retained earnings and cash flows and
the related schedules for each of the years in the three-year period ended
December 31, 1995, which reports appear in or are incorporated by reference in
the Annual Report on Form 10-K of Butler Manufacturing Company for the fiscal
year ended December 31, 1995.  We also consent to the reference to our firm
under the heading "Experts" in the Prospectus to the Registration Statements.


                                             /S/ KPMG PEAT MARWICK LLP
                                             -------------------------
                                                KPMG PEAT MARWICK LLP

Kansas City, Missouri
March 22, 1996


                                       14

<PAGE>   16


                 BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
                             KANSAS CITY, MISSOURI

                   Consolidated Financial Statement Schedule
                                  (Form 10-K)

                        December 31, 1995, 1994 and 1993

                        (With Auditors' Report Thereon)





























                                       15

<PAGE>   17


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Butler Manufacturing Company:

Under date of February 2, 1996, we reported on the consolidated balance sheets
of Butler Manufacturing Company and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of earnings and retained
earnings and cash flows for each of the years in the three-year period ended
December 31, 1995, as contained in the 1995 Annual Report.  That report
included an explanatory paragraph regarding the adoption of Statements of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109, "Accounting for
Income Taxes".  These consolidated financial statements and our report thereon
are incorporated by reference in the Annual Report on Form 10-K for the year
1995.  In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedule as listed in item 14.  This consolidated financial
statement schedule is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this consolidated financial
statement schedule based on our audits.

In our opinion, such schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material aspects, the information set forth therein.


                                                       /S/ KPMG PEAT MARWICK LLP
                                                       -------------------------
                                                           KPMG PEAT MARWICK LLP


Kansas City, Missouri
February 2, 1996



























                                      S-1

<PAGE>   18









                                  SCHEDULE IX

                 BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

                       Valuation and Qualifying Accounts

                             (Thousands of Dollars)




<TABLE>
<CAPTION>
                                                Additions               Deductions
                                             ---------------  ----------------------------
                                 Balance at   Charged         Credited  Charged off           Balance
                                 beginning      to               to        net of             at close
Description                       of year    earnings  Other  earnings  recoveries  Other     of year
-------------------------------  ----------  --------  -----  --------  ----------  ------   ---------
<S>                              <C>         <C>       <C>    <C>       <C>         <C>      <C>
                                                        (C)     (B)                  (A)

Year ended December 31, 1995:
For possible losses on accounts
receivable                           $1,364    $1,154   $326        $0        $496     $ 0    $2,348
                                     ======    ======   ====        ==        ====     ===    ====== 


Year ended December 31, 1994:
For possible losses on accounts
receivable                           $1,088    $  990   $ 10        $0        $724     $ 0    $1,364
                                     ======    ======   ====        ==        ====     ===    ====== 


Year ended December 31, 1993:
For possible losses on accounts
receivable                           $1,163    $  767   $ 99        $0        $764    $177    $1,088
                                     ======    ======   ====        ==        ====    ====    ====== 
</TABLE>



(A) Includes acquisition and disposition of divisions and subsidiaries.

(B) "Credited to earnings" reflects adjustments to the original estimated loss
    provision for receivables. This adjustment is due to a reassessment of the 
    collection status of trade receivables made during the year.

(C) Includes transfers from other reserve accounts.














                                      S-2