<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

                   For the Fiscal Year Ended December 31, 1998

                          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(g) of the
Act. The only class of stock outstanding  consists of Common Stock having no par
value  7,281,998  shares of which were  outstanding  at December 31,  1998.  The
Common Stock and related Preferred Share Purchase Rights are registered pursuant
to Section 12(b) 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  22,
1999 was $167,473,413.

    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:

    The following documents are incorporated herein by reference:

(1)     Butler Manufacturing Company 1998 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 10, 1999 (the "Proxy
        Statement" incorporated into Parts I and III).




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                          BUTLER MANUFACTURING COMPANY

                                    FORM 10-K

                                   -----------


                   For the Fiscal Year Ended December 31, 1998


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                                    CONTENTS
<TABLE>
<CAPTION>
                                                                          Page
<S>          <C>                                                          <C>
PART I
   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.....................................    7

   Item 7.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations...............    8

   Item 7A.  Quantitative and Qualitative Disclosure About Market
             Risk .......................................................    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...............................................................   14

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS......................   16

FINANCIAL STATEMENT SCHEDULES............................................  S-1
</TABLE>

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                                     PART I

Item 1.Business

(a) General Description 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 and Beker Kft, a majority owned Hungarian
joint venture,  Butler Shanghai Inc., a Chinese wholly owned subsidiary,  Butler
do Brazil Limitada,  a South American wholly owned subsidiary and Saudi Building
Systems Ltd. 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 four 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) Architectural  Products,  consisting primarily of curtain
wall and storefront systems, custom window systems, skylights and roof vents for
low-rise,  medium-rise and high-rise nonresidential  buildings; (3) Construction
Services,  providing  construction  management services for purchasers of large,
complex or multiple  site  building  projects;  and (4) Real  Estate,  providing
build-to-suit-to-lease development services for corporations who prefer to lease
rather than own their facilities.

      The Company's  products are sold primarily  through  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  incorporated  by  reference to
pages 25 through 26 of the Company's Annual Report, of which pages 14 through 32
are attached as Exhibit  13.1 to this report.  See also items 6, 7, 7A, 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 wholly owned  subsidiaries  in the United  Kingdom,  France,  and
Germany,  and Beker Kft., a 90% owned joint venture in Hungary;  Butler Shanghai
Inc., a wholly owned Chinese subsidiary, and Butler do Brasil Limitada, a wholly
owned South  American  subsidiary;  and a 30% owned Saudi  Arabian joint venture
(Saudi Building Systems, Ltd.)a manufacturer of metal building systems.

       The  Company's  building  systems  segment  consists  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, livestock and farm buildings.  Principal product components of
the systems are structural members and a variety of pre-engineered wall and



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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.

       In December 1997 the Company formed Innovative Building Technology,  Inc.
to  design,  engineer,  market and erect  panelized  buildings  for the  smaller
commercial  buildings segment.  Products are manufactured at existing facilities
in Lester Prairie, Minnesota and Ottawa, Kansas.

       In  December  1998  the  Company   announced  the  restructuring  of  its
International  operations  leading  to the  closing of its  United  Kingdom  and
Brazilian pre-engineered steel frame buildings manufacturing plants. In 1999 the
European  manufacturing  operations  will  shift  to  an  expanded  facility  in
Nyiregyhaza,  Hungary  acquired  in late  1996  with  the  acquisition  of a 90%
interest in Beker Kft.  European  requirements will be provided by the Hungarian
facility and a manufacturing alliance formed with a European supplier.

       Saudi Building  Systems,  Ltd.  manufactures  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.

      The  U.S.  export  operation  is  focused  on sales and  marketing in  the
Central  American,  Caribbean  and  select  Latin  American  markets,  including
Brazil. Shipments are sourced primarily from Butler's U.S. plants.

       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, Europe,
South America and China. The Company believes that its 1998 sales of steel frame
pre-engineered  building  systems within the United States exceeded those of any
other nonresidential steel frame pre-engineered  building systems  manufacturer,
with its next  largest  competitors  being  NCI  Building  Systems,  Inc.,  V.P.
Buildings   (previously   Varco-Pruden   Buildings),   a  division  of  the  LTV
Corporation,  American  Buildings  Company 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.

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

Architectural Products  

       This  segment  includes  the  operations  of the  Vistawall  group  which
designs,  manufactures  and sells  aluminum  curtain  wall  systems  for mid and
high-rise  office markets,  entry doors,  custom  architectural  window systems,
translucent  roof and wall  systems,  custom and  standard  skylights  and other
standard  storefront  products for low-rise  retail and commercial  markets.  In
early 1997 the Vistawall  group acquired the assets of Rebco West,  Inc., a West
Coast manufacturer and distributor of entrance doors and storefront products. In
June 1997 the Vistawall  group  acquired the stock of Moduline  Windows Inc., a
Wisconsin   based   manufacturer  of   architectural   window  systems  for  the
nonresidential  buildings market. The Vistawall group's 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  storefront  and entry door  applications.  Manufacturing  and  distribution
facilities are located in Warwick,  Rhode Island;  Atlanta and Newnan,  Georgia;
Modesto,  Hayward and Rancho  Cucamonga,  California;  Cincinnati and Cleveland,
Ohio; Terrell,  Houston and Dallas,  Texas; Tampa,  Florida;  Washington,  D.C.;
Chicago,  Illinois;  St.  Louis,  Missouri;  Seattle,  Washington;  and  Wausau,
Wisconsin.  In 1997  Vistawall  completed  the  expansion of its Terrell,  Texas
operation with the addition of facilities to house a second extrusion press, and
additional painting operations.

       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 price, engineering and
installation  capabilities,  delivery,  appearance and other  specific  customer
requirements.

      Prior to 1997 the Grain  Systems  Division was  included in this  business
segment which was previously  designated as "Other Building  Products".  In June
1997 the Company sold its Grain Systems Division which manufactured and marketed
grain  storage  bins,  and also  distributed  grain  conditioning  and  handling
equipment. The business was sold to CTB, Inc.

Construction Services

      The  Company's   Construction   Services   segment   consists   of  Butler
Construction,  a wholly-owned  construction  subsidiary formally known as BUCON,
Inc.  providing  comprehensive  design,  planning,  execution  and  construction
management services to major purchasers of construction. Butler Heavy Structures
is an operating unit of Butler  Construction  serving  markets  requiring  large
complex  building  designs using heavy fabricated mill steel in combination with
Butler's  pre-engineered   secondary  structural  and  metal  cladding  systems.
Revenues of the Construction Services segment are derived primarily from general
contracting.   In  addition,  the  segment  performs  "furnish  and  erect"  and
"materials  only"  subcontracts  using products from several Company  divisions,
predominantly   the  Company's   Buildings   Division.   Butler   Construction's
competition is primarily based upon price, time necessary to complete a project,
design,   and  product   performance.   This  business   segment  competes  with
international,  national,  regional and local general  contracting  firms, and
whenever  possible,  performs  projects in conjunction with  independent  Butler
dealers.

                                       5


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Real Estate 

       This  business  segment  consists  soley of Butler Real  Estate,  Inc., a
wholly-owned  subsidiary of the Company,  and provides  value-added  real estate
development  and leasing  services to major  corporations  in  cooperation  with
Butler  dealers.  Butler Real Estate  functions as a  development  and financing
source during the lead  procurement and  construction  process.  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
build-to-suit projects, then sells the completed projects to permanent investors
when the facilities are occupied by lessees.

Manufacturing and Materials

       The Company's  manufacturing  facilities  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 Company products
include  steel,  aluminum, wood and  purchased parts.  Materials  are  presently
available  in  sufficient  quantities  to meet current Company 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).  The Company also experiences
seasonal demand for products and services.  Sales for the first, second,  third,
and fourth quarters of 1998 were $194 million,  $239 million,  $268 million, and
$262 million, respectively.

Backlog

      The  Company's  backlog of orders  believed to be firm was $317 million at
December 31, 1998, up 11% from a year ago.

Employees

      At December 31, 1998 the Company  employed  5,171  persons,  4,268 of whom
were non-union employees, and 903 were hourly paid employees who were members of
three unions. At December 31, 1997 the Company employed 5,117 persons.

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.  Through a  subsidiary,  the  Company  also owns a land
development  venture with property  located on  approximately an 85 acre site in
San Marcos,  Texas.  The  property  is  recorded  as "Assets  held for sale" and
described in a footnote on page 25 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 domestic and foreign  fabricators,  provide
production capabilities sufficient to meet current and foreseeable needs.

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      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 (122,000 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 and Newnan, Georgia; Tampa, Florida;  Seattle,  Washington;
       Modesto,  Hayward,  and  Rancho  Cucamonga,  California;  Warwick,  Rhode
       Island;  and  Denver,  Colorado  (483,000  sq. ft.  leased  with  various
       expiration dates).

(3)    Leased  space  used  for Bucon, Inc. and Innovative  Building  Technology
       offices in Kansas City,  Missouri (74,000 sq. ft. lease expiring in the 
       year 2007).

(4)    The Company also leases various sales offices throughout the world.

Item 3. Legal Proceedings.

       There are no material legal or  environmental  proceedings  pending as of
March 10,  1999,  nor does the  Company  have any known  material  environmental
contingencies as of this date.  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 21, 1998

                                     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 1998-1994" on pages 31 and 32 of the Annual Report.

        In September 1998 the Company  increased its cash dividend from 14 cents
to 15 cents per share to shareholders of record as of October 1. The Company has
limited restrictions on the payment of dividends based on certain debt covenants
of Note  Agreements  dated June 1, 1994,  between the Company and four insurance
companies and the Note Agreement dated March 1, 1998, with an insurance  company
(incorporated  by reference  to the Forms 10-Q for the  quarters  ended June 30,
1994,  and  March  31,  1998 as  indicated  under  Item  14).  The  Company  had
approximately $13 million of retained  earnings  available for cash dividends at
December 31, 1998.

Item 6. Selected Financial Data.

        Incorporated  by  reference to the information under "Historical  Review
        1998-1994" on page 32 of the Annual Report.

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<PAGE>   9

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 through 17 of the Annual Report.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

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

Item 8. Financial Statements and Supplementary Data.

       Incorporated  by reference to the  consolidated  financial statements and
related  notes on pages 18 through 32 of the Annual Report.

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

        On April 15, 1997, the Audit  Committee of the Board of Directors of the
Company, chose to engage Arthur Andersen LLP as independent accountants to audit
the financial statements of the Company rather than reengage KPMG LLP.

        The report of KPMG LLP for the year ending  December 31, 1996,  contains
no adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles. Subsequent to December 31,
1996 there have been no disagreements  between the Butler Manufacturing  Company
and KPMG LLP.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

       Information as to Directors is incorporated  herein by reference to pages
2 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 60,  Chairman of the Board and  Chairman  of the  Executive
Committee.  He joined the Company in 1968, became President in 1978 and Chairman
of the  Board and Chief  Executive  Officer  in 1986.  He  relinquished  his CEO
responsibilities  on  January  19,  1999.  Mr.  West is a director  of  Commerce
Bancshares, Inc., Burlington Northern Santa Fe Corporation,  Kansas City Power &
Light Company,  and Saint Luke's Shawnee Mission Health System.  He is a trustee
of the University of Missouri at Kansas City.

John J. Holland - age 48,  President and Chief  Executive  Officer and member of
the  Board  Executive  Committee;  He  joined  Butler  in 1980 and  became  Vice
President - Controller in 1986, Vice  President-Finance  in 1990, Executive Vice
President in 1998 and President and Chief Executive Officer in 1999. Mr. Holland
is a director of Commerce Fund, a mutual fund; an advisory director of Allendale
Insurance  Company,  and a director  of Saint  Luke's  Hospital.  He is a former
chairman of Heart of America Family Services.

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<PAGE>   10

Donald H.  Pratt - age 61,  Vice  Chairman  and  member  of the Board  Executive
Committee;  has been a director  since 1979.  He joined  Butler in 1965,  became
Executive  Vice  President  in 1980,  President  of the Company in 1986 and Vice
Chairman in 1999. Mr. Pratt is also a director of American Century Mutual Funds,
a director of  Atlas-Copco  North  America  Inc. and is a trustee of the Midwest
Research Institute.

Richard S. Jarman - age 52,  Executive Vice President  since 1999. He joined the
Company in 1974 and became  President  of the  Buildings  Division in 1986.  Mr.
Jarman is a director and former  chairman of the Metal  Buildings  Manufacturers
Association  and  a  member  if  its  Executive  Committee,  and a  director  of
Mid-America  Coalition on Health Care. He is a past chairman of INROADS,  Kansas
City.

Richard O. Ballentine - age 62, Vice President, General Counsel,  and  Secretary
since 1978.  He joined  Butler in 1975 as Vice President-Legal.

Barbara B. Bridger - age 41, Vice  President-  Human  Resources  since 1998. She
joined Butler in 1980 and previously was Vice President- Human Resources for the
Buildings Division.

John T. Cole  -  age  48,  Controller since 1990.  He joined Butler in 1977  and
previously was Corporate Audit Manager.

John W. Huey - age 51, Vice  President-Administration  since 1993 and  Assistant
General Counsel and Assistant Secretary since 1987. He joined Butler in 1978.

Paul F. Liljegren - age 44,  Treasurer since 1998.  He joined Butler in 1979 and
previously  was Vice  President and  Controller of Lester Building Systems.

Larry C. Miller - age 42, Vice  President-Finance  since 1998.  He joined Butler
in 1980 and became  Assistant  Treasurer in 1985 and Treasurer in 1989.

Division Executive Officers

Moufid (Mike) Alossi - age 56,  President,  Butler Shanghai Inc., since 1997. He
joined  Butler in 1968 and was  previously  President  of Butler World Trade and
Vice President-International Sales and Marketing.

Hans G.  Berger - age 51,  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 1986 to 1992.

Marc S. Hafer - age 41, President, Lester Building Systems since 1996. From 1993
to 1996 he was President of Walker Systems, Inc., a subsidiary of Wiremold, Inc.
He was Vice  President-Sales and Marketing of the Company's Walker Division from
1991 to 1993. He first joined Butler in 1988.

Thomas J. Hall  -  age 53,  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.

Charles E. Hatch - age 51, Managing Director, Butler do Brasil, Ltda since 1997.
He first joined Butler in 1981.

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<PAGE>   11


William L.Johnsmeyer - age 51, President Butler Construction (Bucon, Inc.) since
1990.  He joined  Butler in 1982 and became President, Walker Division in 1984.

Ronald E. Rutledge - age 57,  President  Vistawall  Division  since 1984 when he
joined Butler.

Clyde E. Wills,  Jr. - age 53,  President,  Buildings  Division  since 1999.  He
first  joined  Butler  in  1972.  He  previously  was  Senior  Vice President of
Operations, Building Division from 1992 to 1997 and was President, International
Division.

Lavon Winkler - age 42, President, Innovative Building Technology since 1999. He
first joined Butler in 1979 and became Operations  Manager,  Innovative Building
Technology in 1998.

Item 11. Executive Compensation.

       Incorporated by reference to the  information  under "Report on Executive
Compensation",  "Summary  Compensation  Table",  "Option  Grants  During  1998",
"Aggregated  Option  Exercises  and Fiscal  Year-End  Option Value  Table",  and
"Pension Plan Table" on pages 9 through 14 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 8 of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

       Incorporated  by  reference to the information under  "Election  of Class
C  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:

         - "Report of Independent Public  Accountants" for the two-year period
         ended  December  31,  1998  and "The  Report  of  Independent  Public
         Accountants" for the year ended December 31, 1997.

         - Consolidated Balance Sheets as of December 31, 1998 and 1997.

         - Consolidated Statements of Earnings and Retained Earnings for years
         Ended December 31, 1998, 1997 and 1996. - Consolidated  Statements of
         Comprehensive Income for years ended December 31,1998, 1997, and 1996

         - Consolidated  Statements of Cash Flows for years ended December 31,
         1998, 1997 and 1996.

         - Notes to Consolidated Financial Statements.

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

                                       10


<PAGE>   12


(b)  Financial Statement Schedules:

     Auditors' Reports on Financial Statement and Schedule II, 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  Restated  Certificate  of  Incorporation  (incorporated  by reference
          to Exhibit 3.1 to Company's form 10-Q for the quarter ended, March 31,
          1996).

     3.2  Bylaws of Butler  Manufacturing  Company as amended  effective January
          19, 1999.

     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).

     4.2  Note  Agreement  between the Company and an Insurance  Company dated
          as of March 1, 1998  (incorporated  by reference  to Exhibit 4 of the
          Company's Form 10-Q for the quarter ended March 31, 1998).

     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).

                                       11

<PAGE>   13


      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).

      10.8  Butler Manufacturing Company Stock Incentive Plan of 1996
            (incorporated by reference to Exhibit 4(a) to the Company's
            Registration  Statement Number 333-02557 on S-8 filed April 17,
            1996).

      10.9  Butler Manufacturing Company Director Stock Compensation Program
            (incorporated  by  reference  to  Exhibit 10.9 to the Company's
            December 31, 1997 Form 10-K).

      10.10 Butler  Manufacturing  Company  Restricted Stock Compensation
            Program of 1996 (incorporated by reference to Exhibit 10.10 to the
            Company's December 31, 1997 Form 10-K).
 

      10.11 Asset Purchase Agreement dated March 31, 1997 between Butler
            Manufacturing Company and CTB, Inc.  relating to the sale of the
            Company's Grain Systems Division  (incorporated  by reference to
            Exhibit (2) to the Company's form 8-K dated June 23, 1997.

      13.1  Butler  Manufacturing  Company 1997 Annual Report Pages 14 through
            32 only (the information expressly incorporated herein by
            reference).

      13.2  KPMG LLP's "Report of Independent  Public  Accountants"  for the
            year ended December 31, 1996.

      22.0  Set forth below is a list as of February 19, 1999 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.


                                                              Jurisdiction of
      Subsidiary                                              Incorporation
       ----------                                              -------------
      Butler Argentina, S.A.                                  Argentina
      Butler do Brasil Limitada                               Brazil
      Butler Export, Inc.                                     Barbados
      Butler Building Systems, Ltd.                           Scotland
      Butler Europe 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
      Beker Kft                                               Hungary
      Comercial Butler Limitada                               Chile
      Innovative Building Technology, Inc.                    Delaware
      Lester's of Minnesota, Inc.                             Minnesota
      Lester Holdings, Inc.                                   Delaware
      Moduline Windows, Inc.                                  Wisconsin

                                       12



<PAGE>   14


      23.1  Consent of Arthur  Andersen LLP  (incorporated  by reference to page
            16 of this report).

      23.2  Consent of KPMG LLP (incorporated by reference to page 17 of this
            report).

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

      27.0  Financial Data Schedule.

      The Company  filed a report on Form 8-K on January 7, 1999  disclosing  an
announced  restructuring and asset impairment  charge in the fourth quarter.  It
also announced an  authorization by the Board of Directors to purchase shares of
Company stock from time to time,  replacing a prior  authorization  announced in
June, 1997.

      The calculation of the aggregate  market value the Company's  Common Stock
held by  non-affiliates  shown  on the  front of the  cover  page  assumes  that
directors  are  affiliates.  Such  assumption  does not  reflect a belief by the
Company or any director that any director is an affiliate of the Company.

                                       13



<PAGE>   15


                                   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 25th day of
March, 1999.

                                               BUTLER MANUFACTURING COMPANY

                                               BY /S/ John J. Holland
                                                 _____________________________
                                                     John J. Holland
                                                      President-CEO

       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>
<CAPTION>
<S>                             <C>                               <C>
/S/ Robert H. West              Chairman of the Board             March 25, 1999
------------------------------
    Robert H. West

/S/ Donald H. Pratt             Vice Chairman-Director            March 25, 1999
------------------------------
    Donald H. Pratt

/S/ John J. Holland             President-CEO                     March 25, 1999
------------------------------  (Principal Executive Officer)
    John J. Holland

/S/ Richard S. Jarman           Executive VP                      March 25, 1999
------------------------------
    Richard S. Jarman

/S/ Larry C. Miller             Vice President-Finance            March 25, 1999
------------------------------  (Principal Financial Officer)
    Larry C. Miller

/S/ John T. Cole                Controller                        March 25, 1999
------------------------------  (Principal Accounting Officer)
    John T. Cole

/S/ Harold G. Bernthal       *  Director                          March 24, 1999
------------------------------
    Harold G. Bernthal

/S/ Gary M. Christensen      *  Director                          March 24, 1999
------------------------------
    Gary M. Christensen

/S/ Alan M. Hallene          *  Director                          March 24, 1999
------------------------------
    Alan M. Hallene

/S/ C.L. William Haw         *  Director                          March 24, 1999
------------------------------
    C.L. William Haw

/S/ Robert J. Novello        *  Director                          March 24, 1999
------------------------------ 
    Robert J. Novello

/S/ Robert J. Reintjes, Sr.  *  Director                          March 24, 1999
------------------------------ 
    Robert J. Reintjes, Sr.

/S/ Judith A. Rogala         *  Director                          March 24, 1999
------------------------------ 
    Judith A. Rogala

/S/ Gary L. Tapella          *  Director                          March 24, 1999
------------------------------ 
    Gary L. Tapella
</TABLE>

                                       14

<PAGE>   16


Richard O. Ballentine,  by signing his name hereto, does hereby sign this report
on Form 10-K on behalf of each of the 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 24, 1999
  ______________________________________________
         Richard O. Ballentine, Attorney-in-fact

                                       15




<PAGE>   17






               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





The Board of Directors
Butler Manufacturing Company


As independent  public  accountants,  we hereby consent to the  incorporation by
reference of our report dated  January 25, 1999,  appearing on page 17 of Butler
Manufacturing  Company's 1998 Annual Report,  which is  incorporated in the Form
10-K, into the Company's  previously filed  Registration  Statements on Form S-8
(Nos. 33-14464,  2-63830, 2-55753,  333-02285,  333-02557 and 2-36370). (We also
consent to the  incorporation  in our report  dated  January  25,  1999,  on the
Financial Statement  Schedule,  appearing in item 14 of Form 10-K.) It should be
noted that we have not audited any financial  statements of Butler Manufacturing
Company  subsequent  to December 31, 1998,  or  performed  any audit  procedures
subsequent to the date of our report.


                                                         /S/ ARTHUR ANDERSEN LLP
                                                         _______________________
                                                             ARTHUR ANDERSEN LLP
Kansas City, Missouri,
March 26, 1999

                                       16



<PAGE>   18






We consent to the  incorporation  by reference in  Registration  Statement  Nos.
33-14464, 2-63830, 2-55753, 333-02285, 333-02557 and 2-36370 on Form S-8 and the
related  Prospectus  of June 11, 1987,  with  Appendix  dated March 8, 1996,  of
Butler  Manufacturing  Company of our report dated  February 3, 1997 relating to
the consolidated  statements of earnings and cash flows and the related schedule
of Butler Manufacturing Company and subsidiaries for the year ended December 31,
1996,  which  report  appears in or is  incorporated  by reference in the Annual
Report on Form 10-K of Butler  Manufacturing  Company  for the fiscal year ended
December  31,  1998.  We also  consent  to the  reference  to our firm under the
heading "Experts" in the Prospectus to the Registration Statements.


                                                                    /S/ KPMG LLP
                                                                   _____________
                                                                        KPMG LLP
Kansas City, Missouri
March 25, 1999.

                                       17




<PAGE>   19





                  BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
                              KANSAS CITY, MISSOURI

                   Consolidated Financial Statement Schedules
                                   (Form 10-K)

                        December 31, 1998, 1997 and 1996

                        (With Auditors' Reports Thereon)


                                      S-1




<PAGE>   20

                          INDEPENDENT AUDITORS' REPORT




To the Shareholders of Butler Manufacturing Company:

We have audited in accordance with generally  accepted auditing  standards,  the
consolidated  financial  statements included in Butler  Manufacturing  Company's
1998 Annual Report to  shareholders,  which is incorporated by reference in this
Form 10-K,  and have issued our report thereon dated January 25, 1999. Our audit
was made for the  purpose of forming an opinion on those  statements  taken as a
whole. The Financial  Statement  Schedule listed in item 14 is presented for the
purpose of complying with the Securities and Exchange  Commission's rules and is
not part of the basic financial statements.  This schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements  and,  in our  opinion,  fairly  states in all  material  aspects the
financial  data  required to be set forth in relation to the basic  consolidated
financial statements taken as a whole.

                                                         /S/ ARTHUR ANDERSEN LLP
                                                         _______________________
                                                             ARTHUR ANDERSEN LLP
Kansas City, Missouri,
January 25, 1999


                                      S-2



<PAGE>   21


The Board of Directors
Butler Manufacturing Company:

Under date of February 3, 1997, we reported on the consolidated balance sheet of
Butler  Manufacturing  Company and subsidiaries as of December 31, 1996, and the
related consolidated statements of earnings and retained earnings and cash flows
for the year ended  December 31, 1996,  as contained in the 1998 Annual  Report.
These consolidated  financial statements and our report thereon are incorporated
by  reference  or  included  in the  report on form 10-K for the year  1998.  In
connection  with  our  audits  of  the  aforementioned   consolidated  financial
statements,  we  also  audited  the  related  consolidated  financial  statement
schedule as of December 31, 1996 and 1995 and for the years then ended 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 1996
consolidated  financial  statements taken as a whole,  presents  fairly,  in all
material aspects, the information set forth therein.


                                                                    /S/ KPMG LLP
                                                                    ____________
                                                                        KPMG LLP
Kansas City, Missouri
February 3, 1997


                                      S-3


<PAGE>   22

                                   SCHEDULE II

                  BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

                        Valuation and Qualifying Accounts

                             (Thousands of Dollars)


<TABLE>
<CAPTION>

                           Balance at   Charged                          Balance
                           beginning      to                             at end
Description                 of year     earnings   Other   Deductions    of year
_________________________  __________   ________   _____   __________    _______
                                                    (A)
<S>                         <C>          <C>       <C>      <C>          <C>
Allowance for Losses
  on Accounts Receivable:

  1998                       $2,473      $2,772     --       $1,454       $3,791
  
  1997                       $2,918      $  887    $ 198     $1,530(B)    $2,473

  1996                       $2,348      $1,344    $ 470     $1,244       $2,918


Restructuring Reserve:

  1998                         --        $2,409      --      $  132       $2,277
  
  1997                         --           --       --         --          --
  
  1996                         --           --       --         --          --
</TABLE>


(A) Includes transfers from other reserve accounts.

(B)  Includes  write-off  of  $293.0  thousand in 1997 for the sale of the Grain
     Systems Division.


                                      S-4



<PAGE>   23


                                  EXHIBIT INDEX


EXHIBITS            DESCRIPTION                               
________            ___________

3.1               Restated   Certificate  of   Incorporation   (incorporated  by
                  reference  to  Exhibit  3.1 to  Company's  form  10-Q  for the
                  quarter ended, March 31, 1996).

3.2               Bylaws of Butler  Manufacturing  Company as amended  effective
                  January 19, 1999.

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).

4.2               Note  Agreement  between the Company and an Insurance  Company
                  dated  as of March  1,  1998  (incorporated  by  reference  to
                  Exhibit 4 of the  Company's  Form 10-Q for the  quarter  ended
                  March 31, 1998).

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).


<PAGE>   24


10.8              Butler  Manufacturing  Company  Stock  Incentive  Plan of 1996
                  (incorporated  by reference  to Exhibit 4(a) to the  Company's
                  Registration Statement Number 333-02557 on S-8 filed April 17,
                  1996).

10.9              Butler  Manufacturing   Company  Director  Stock  Compensation
                  Program  (incorporated  by  reference  to  Exhibit 10.9 to the
                  Company's December 31, 1997 Form 10-K).


10.10             Butler  Manufacturing  Company  Restricted Stock  Compensation
                  Program of 1996 (incorporated by reference to Exhibit 10.10 to
                  the Company's December 31, 1997 Form 10-K).


10.11             Asset Purchase  Agreement  dated March 31, 1997 between Butler
                  Manufacturing  Company and CTB,  Inc.  relating to the sale of
                  the  Company's  Grain  Systems   Division   (incorporated   by
                  reference to Exhibit (2) to the Company's  form 8-K dated June
                  23, 1997.

13.1              Butler  Manufacturing  Company  1997  Annual  Report  Pages 14
                  through 32 only (the information expressly incorporated herein
                  by reference).

13.2              Report of Independent  Public  Accountants  for the year ended
                  December 31, 1996.

22.0              Set  forth  below  is a  list  as  of  February  19,  1999  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.

                                                                Jurisdiction of
                  Subsidiary                                    Incorporation
                  ----------                                    -------------
                  Butler Argentina, S.A.                        Argentina
                  Butler do Brasil Limitada                     Brazil
                  Butler Export, Inc.                           Barbados
                  Butler Building Systems, Ltd.                 Scotland
                  Butler Europe 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
                  Beker Kft                                     Hungary
                  Comercial Butler Limitada                     Chile
                  Innovative Building Technology, Inc.          Delaware
                  Lester's of Minnesota, Inc.                   Minnesota
                  Lester Holdings, Inc.                         Delaware
                  Moduline Windows, Inc.                        Wisconsin

23.1              Consent of Arthur Andersen LLP  (incorporated  by reference to
                  page 16 of this report).

23.2              Consent of KPMG LLP  (incorporated  by reference to page 17 of
                  this report).

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

27.0              Financial Data Schedule.