8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT




    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported) June 27, 2000



                           BUTLER NATIONAL CORPORATION
            (Exact name of Registrant as specified in its charter)

Delaware                            0-1678                         41-0834293
(State of incorporation)   (Commission File Number)          (I.R.S. Employer
                                                           Identification No.)



                19920 West 161st Street, Olathe, Kansas  66062
                (Address of Principal Executive Office) (Zip Code)

      Registrant's telephone number, including area code:  (913) 780-9595

Former Name, former address and former fiscal year if changed since last
report:






Item 4. Change in Registrant's Certifying Accountant

         Item 304(a)(1)

  (i)    On June 27, 2000, upon recommendation by
         the Audit Committee of the Board of Directors,
         the Company dismissed their independent
         accountant, Kelly & Company, as auditors for
         Butler National Corporation and its subsidiaries
         and from their engagement to audit the
         consolidated financial statements of Butler
         National Corporation and its subsidiaries as of
         April 30, 1999, due to a dispute regarding fees.

  (ii)   As previously reported on Form 8-K on
         November 1, 1999, Kelly & Company was
         engaged October 26, 1999, as Registrant's
         independent auditors in connection with an
         audit of the Registrant's financial statements
         for the year ending April 30, 1999.  The reports
         of the prior independent auditor, Arthur
         Andersen LLP, on the Company's consolidated
         financial statements for each of the two fiscals
         ended April 30, 1997 and April 30, 1998,
         originally reported on Form 10-K on July 29,
         1998, and subsequently amended and reported
         on Form 10-K/A on March 29, 2000, contained
         no adverse opinion or disclaimer of opinion,
         and were not qualified or modified as to
         uncertainty, audit scope or accounting
         principles.

  (iii)  The decision to dismiss the accountants was
         recommended by the Audit Committee of the
         Board of Directors and approved by the Board
         of Directors.

  (iv)   The Company does not have any disagreements
         with Kelly & Company on any matter of
         accounting principles or practices, financial
         statement disclosure, or auditing scope or
         procedure.

  (v)    The Company does not have any "reportable
         events" as that term is defined in Item
         304(a)(1)(v) of Regulation S-K.

  (vi)   The Company requested that Kelly & Company
         furnish it with a letter addressed to the
         Securities and Exchange Commission stating
         whether it agrees with the above statements.  A
         copy of Kelly and Company's letter is attached
         hereto as Exhibit 16.







                                  Signatures


  Pursuant to the requirements of the Securities &
  Exchange Act of 1934, the registrant has duly
  caused this report to be signed on its behalf by the
  undersigned thereunto authorized.


  Butler National Corporation

    (Registrant)


  June 30, 2000                        /S/Clark D. Stewart
    (Date)                             Clark D. Stewart, President
                                       and Chief Executive Officer



  June 30, 2000                        /S/Robert E. Leisure
    (Date)                             Robert E. Leisure
                                       Chief Financial Officer

EX-16

                                 EXHIBIT 16

                    [LETTERHEAD OF KELLY AND COMPANY]


  June 27, 2000




  Securities and Exchange Commission
  1150 Fifth Street, NW
  Washington, DC 20549

  Gentlemen:

  We have read the statements that Butler National
  Corporation included under Item 4 of Form 8-K,
  which was filed on June 28, 2000, regarding the
  recent change of auditors.  We agree with such
  statements made regarding our firm.  We previously
  provided the Company with our proposed adjusting
  entries accumulated to that date.  Final discussions
  with the Company leading to resolution concerning
  these proposed adjusting entries did not occur.  Up
  to the point of our dismissal, we did not have any
  disagreements on accounting principles or practices,
  financial statement disclosure or auditing scope or
  procedure.

  Recently, after discussions regarding the completion
  of the fiscal year 1999 audit and additional
  discussions about the resolution of unpaid fees in
  order to commence the fiscal year 2000 audit, the
  Company informed us that the Audit Committee
  and the Board of Directors had directed
  management not to incur any futher fees with us for
  the completion of the April 30, 1999 audit.  In our
  then ongoing discussions, the Company indicated
  that it does not have the necessary resources to pay
  for our services.

  We have no basis to agree or disagree with other
  statements made under Item 4.

  Very truly yours,

  //Kelly and Company//