10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
- ---------------------------------- FORM 10-Q -----------------------------------
(Mark One) X	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required)
For the quarter ended January 31, 2005
Transition Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 (No Fee Required)
For the quarter ended January 31, 2005
Commission File Number 0-1678
BUTLER NATIONAL CORPORATION (Exact name of Registrant as specified in its charter)
Kansas (State of Incorporation)		41-0834293 (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: Not Applicable
Common Stock $.01 Par Value (Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past ninety days: Yes X No ____
The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of February 25, 2005 was 40,415,871 shares.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
INDEX
PART I.	FINANCIAL INFORMATION:	PAGE NO.
	Condensed Consolidated Balance Sheets - January 31, 2005 and April 30, 2004	3
	Condensed Consolidated Statements of Income - Three Months ended January 31, 2005 and 2004	4
	Condensed Consolidated Statements of Income - Nine Months ended January 31, 2005 and 2004	5
	Condensed Consolidated Statements of Cash Flows - Nine Months ended January 31, 2005 and 2004	6
	Notes to Condensed Consolidated Financial Statements	7
	Management's Discussion and Analysis of Financial Condition and Results of Operations	8-10
	Item 3 Quantitative & Qualitative	9
	Item 4 Controls and Procedures	9-10
PART II.	Other Information	11
	Signatures	12

BUTLER NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS			01/31/05		4/30/04	LIABILITIES AND SHAREHOLDERS' EQUITY				01/31/05				4/30/04
			unaudited		audited					unaudited				audited
CURRENT ASSETS:						CURRENT LIABILITIES:
	Cash	$	1,143,141	$	1,160,914		Bank overdraft payable		$	444,689			$	401,674
	Accounts receivable, net of allowance for		1,111,017		646,762		Promissory notes payable			3,308,015				2,460,998
	doubtful accounts of $11,576 at Jan. 31, 2005 and						Current maturities of long-term debt and capital lease			417,583				440,254
	$25,576 at April 30, 2004						obligations
								Accounts payable			1,042,575				448,204
							Customer deposits			140,000				134,985
	Inventories -						Accrued liabilities -
	Raw materials		4,197,999		2,576,432		Compensation and compensated absences			385,791				370,689
	Work in process		1,978,521		1,226,586		Other			389,779				223,961
	Finished goods		28,920		66,803					--------------				--------------
	Aircraft		2,782,223		2,607,387		Total current liabilities			6,128,432				4,480,765
			--------------		--------------
			8,987,663		6,477,208	LONG-TERM DEBT, AND CAPITAL LEASE NET				2,264,666				1,528,267
							OF CURRENT MATURITIES
	Prepaid expenses and other current assets		4,261		126,667
			--------------		--------------					--------------				--------------
	Total current assets		11,246,082		8,411,551		Total liabilities			8,393,098				6,009,032
						COMMITMENTS AND CONTINGENCIES
	PROPERTY, PLANT AND EQUIPMENT:					SHAREHOLDERS' EQUITY:
	Land and building		2,164,388		952,800		Preferred stock, par value $5
	Machinery and equipment		1,437,883		1,294,249		Authorized 50,000,000 shares, all classes
	Office furniture and fixtures		680,300		669,813		Designated Classes A and B, 200,000 shares
	Leasehold improvements		4,249		4,249		$1,000 Class A, 9.8%, cumulative if earned
			--------------		--------------		liquidation and redemption value $100,
	Total cost		4,286,820		2,921,111		no shares issued and outstanding					-				-
	Accumulated depreciation		(2,009,619)		(1,947,111)		$1,000 Class B, 6%, convertible cumulative,
			--------------		--------------		liquidation and redemption value $1,000
			2,277,201		974,000		no shares issued and outstanding					-				-
							Common stock, par value $.01:
	SUPPLEMENTAL TYPE CERTIFICATES		1,190,266		1,190,266		Authorized 100,000,000 shares
							issued and outstanding 41,015,871 shares at
	INDIAN GAMING:						at Jan. 31, 2005 and 40,305,871 at April 30, 2004			410,158				403,059
	ADVANCES FOR INDIAN GAMING DEVELOPMENTS		2,006,551		2,006,551
	(net of reserves of $2,712,440 at Jan. 31, 2005 and
	at April 30, 2004)		--------------		--------------		Capital contributed in excess of par			10,439,462				10,384,687
	Total Indian Gaming		2,006,551		2,006,551
							Treasury stock at cost (600,000 shares)			(732,000)				(732,000)
	OTHER ASSETS		63,400		83,400		Retained earnings			(1,727,218)				(3,399,010)
										--------------				--------------
							Total shareholders' equity			8,390,402				6,656,736
			--------------		--------------					--------------				--------------
	Total assets	$	16,783,500	$	12,665,768	Total liabilities and shareholders' equity			$	16,783,500			$	12,665,768
			========		========					========				========
The accompanying notes are an integral part of these financial statements

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		THREE MONTHS ENDED
		January 31,
		2005			2004
		(unaudited)			(unaudited)
NET SALES	$	7,011,117		$	2,626,047
COST OF SALES		5,331,619			1,674,543
		---------------			---------------
		1,679,498			951,504
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		910,941			732,094
		---------------			---------------
OPERATING INCOME (LOSS)		768,557			219,410
OTHER INCOME (EXPENSE):
Interest expense		(81,886)			(41,874)
Interest revenue			-			-
Other			-		360
		---------------			---------------
Other expense		(81,886)			(41,514)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		686,671			177,896
PROVISION FOR INCOME TAXES		20,500				-
		---------------			---------------
NET INCOME (LOSS)	$	666,171		$	177,896
		=========			=========
BASIC EARNINGS (LOSS) PER COMMON SHARE	$	0.02		$	0.00
		=========			=========
Shares used in per share calculation		39,898,681			38,613,390
DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	0.01		$	0.00
		=========			=========
Shares used in per share calculation		48,505,192			50,237,790
The accompanying notes are an integral part of these statements.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		NINE MONTHS ENDED
		January 31,
		2005			2004
		(unaudited)			(unaudited)
NET SALES	$	18,113,456		$	7,013,130
COST OF SALES		13,831,920			4,374,539
		---------------			---------------
		4,281,536			2,638,591
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		2,345,644			2,049,443
		---------------			---------------
OPERATING INCOME (LOSS)		1,935,892			589,148
OTHER INCOME (EXPENSE):
Interest expense		(217,246)			(110,289)
Interest revenue			-		4,724
Other		3,645			360
		---------------			---------------
Other expense		(213,601)			(105,205)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		1,722,291			483,943
PROVISION FOR INCOME TAXES		50,500				-
		---------------			---------------
NET INCOME (LOSS)	$	1,671,791		$	483,943
		=========			=========
BASIC EARNINGS (LOSS) PER COMMON SHARE:	$	0.04		$	0.01
		=========			=========
Shares used in per share calculation		39,898,681			38,613,390
DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	0.03		$	0.01
		=========			=========
Shares used in per share calculation		48,505,192			50,237,790
The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NINE MONTHS ENDED
		January 31,
	2005					2004
	(unaudited)					(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1,671,791		$	483,943
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operations -
Depreciation		62,508			64,335
Changes in assets and liabilities-
Accounts receivable		(370,778)			94,555
Inventories		(2,510,455)			(928,749)
Prepaid expenses and other current assets		48,928			22,226
Accounts payable		637,386			299,201
Customer deposits		5,015					-
Accrued liabilities		180,920			63,528
		--------------			--------------
Cash provided by (used in) operating activities		(274,685)			99,039
		--------------			--------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net		(1,365,708)			(61,192)
Advances for Indian Gaming Developments			-		(33,049)
Supplemental Type Certificates			-		(55,000)
		--------------			--------------
Cash provided by (used in) investing activities		(1,365,708)			(149,241)
		--------------			--------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercise		61,874			63,000
Borrowings under promissory note, net		847,018			(276,520)
Borrowings under long-term debt and capital lease obligations, net		713,728			814,829
		--------------			--------------
Cash provided by (used in) financing activities		1,622,620			601,309
		--------------			--------------
NET INCREASE (DECREASE) IN CASH		(17,773)			551,107
CASH, beginning of period		1,160,914			378,255
		--------------			--------------
CASH, end of period	$	1,143,141		$	929,362
		========			========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	217,246		$	110,289
Income taxes paid		10,500					-
The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2004. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months and nine months ended January 31, 2005 are not indicative of the results of operations that may be expected for the year ending April 30, 2005.

Certain reclassifications within the financial statement captions have been made to maintain consistency in presentation between years.

2. Advances for Indian Gaming: We are advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project. The realization of these advances is predicated on the ability of the Company and their Indian gaming clients to successfully open and operate the proposed casinos. There is no assurance that we will be successful. The inability to recover these advances could have a material adverse effect on our financial position and results of operations.

Advances to the tribes and for gaming developments are capitalized and recorded as receivables from the tribes. These receivables, shown as Advances for Indian Gaming Development on the balance sheet, represent costs to be reimbursed us pending approval of Indian gaming in several locations. We have agreements in place which require payments to be made to us for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, we will enter into note receivable arrangements with the tribe to secure reimbursement of advanced funds for the particular project.

Advances for Indian Gaming Developments totaled approximately $4,718,991 and $4,718,991 at January 31, 2005 and April 30, 2004 respectively, related o the development of Indian gaming facilities. These amounts are net of reserves of $2,712,440 at January 31, 2005 and April 30, 2004 respectively. Current economic projections for the gaming activities indicate adequate future cash flows to recover the advances. In the event we are unsuccessful in establishing such operations, these net recorded advances will be recovered through the liquidation of the associated assets.

3. Earnings Per Share: Earnings per common share is based on the weighted average number of common shares outstanding during the year. Stock options are considered in the dilutive earnings per share calculation.

4. Research and Development: We charge to operations research and development costs. The amount charged in the quarters ended January 31, 2005 and 2004 were approximately $283,152 and $314,118 respectively. The amount charged for the nine months ended January 31, 2005 and 2004 were $914,469 and $1,043,125 respectively.

5. Acquisitions: We purchased the leased building in Tempe, Arizona for approximately $1,211,500. The purchase was funded by a bank loan and cash.

6. Subsequent Events: We extended our Butler National Services, Inc. lease for another three years beginning April 2005.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

FORWARD LOOKING INFORMATION

The information set forth below includes "forward-looking" information as outlined in the Private Securities Litigation Reform Act of 1995. The Cautionary Statements, filed by us as Exhibit 99 to our Form 10-K, are incorporated herein by reference and you are specifically referred to such Cautionary Statements for a discussion of factors which could affect our operations and forward-looking statements contained herein.

End of third quarter fiscal 2005 compared to end of third quarter fiscal 2004
Our sales for the nine months ended January 31, 2005 were $18,113,456 compared to $7,013,130 for the nine months ended January 31, 2004, an increase of 158%. Our operating income for the nine months ended January 31, 2005 was $1,935,892 compared to $589,148 for the nine months ended January 31, 2004, an increase of 228%. CAUTION: Modification and Avionics currently contribute to this increase. There is no assurance that activity will continue at this level.

Our sales for the quarter ended January 31, 2005 were $7,011,117 compared to $2,626,047 for the three months ended January 31, 2004, an increase of 167%. Our operating income for the three months ended January 31, 2005 was $768,557 compared to $219,410 for the three months ended January 31, 2004 an increase of 250%. CAUTION: Modification and Avionics currently contribute to this increase. There is no assurance that activity will continue at this level.

Discussion of the specific changes by operation at each business segment follows:

Aircraft Modifications: Sales from the Aircraft Modifications business segment, including modified aircraft, increased $8,962,653 (246%) from $3,641,002 in the nine months of the prior fiscal year to $12,603,655 in the first nine months of fiscal 2005. Nine month operating income was $1,496,094 in fiscal 2005 compared to income of $510,292 in fiscal 2004. Our emphasis is on for the Learjet 20 series including the purchase, modification and resale of upgraded twenty-first century Learjets. Aircraft sales for the nine month ended January 31, 2005 were $455,000. Our long-term effort is to enhance our position in the market and increase market share of all modification products.

Avionics: Sales from the Avionics business segment were $2,244,101 for the nine months ended January 31, 2005 compared to $1,347,420 in the comparable period of the preceding year, an increase of 66%. The increase resulted from Defense Military related Classic Aviation products sales. Operating income for the nine months ended January 31, 2005, was $605,814 compared to a profit of $100,923 for the nine months ended January 31, 2004. Defense and Military related Classic Avionics products are being designed, manufactured and sold to military aircraft manufacturers. Management plans for this business segment to continue to increase in future years due to the additional new Classic Aviation Products.

Services - SCADA Systems and Monitoring Services: Sales from the Scada Systems and Monitoring Services business segment for the nine months ended January 31, 2005 were $907,227 compared to sales of $828,857 for the comparable period of the prior year a increase of 9.5%. Operating profit for the nine months was $324,436 compared to $346,141 for the nine months ended January 31, 2004. Revenue fluctuates due to the introduction of new products and services and related installations of these products. Our contracts with our two largest customers have been renewed for fiscal 2005.

Corporate / Professional Services: We provide as a management service licensed architectural services through our subsidiary BCS Design, Inc. These services include commercial and industrial building design and graphic representation. We also provide as a management service professional design, development and management of Indian gaming establishments. These services include the architectural services of BCS Design, Inc., arrangements for financing, and on site contract management of establishments for Indian tribes and others. Management consulting and professional fees for the nine months ended January 31, 2005 were $2,358,472 compared to $1,195,851 in the comparable period of the preceding year, an increase of 97%. Sales recorded from the development programs related to these services for pass-thru costs were $1,363,170 for the nine months ended January 31, 2005.

Selling, General and Administrative (SG&A): Expenses in the nine months ended January 31, 2005, were $2,345,644 or (13%) of sales compared to $2,049,443 or (29%) of sales for the nine months ended January 31, 2004, an increase of $295,200 or 14%.

Other Income (Expense): Interest expense for the nine months ended January 31, 2005, increased $106,956 from $110,289 in the first nine months of the prior year to $217,246. We continue to use its line of credit to maintain operations.

We employed 97 at January 31, 2005, and 68 at January 31, 2004.

EARNINGS

We recorded income of $1,671,791 in the nine months ended January 31, 2005. This is comparable to a profit of $483,943 in the nine months ended January 31, 2004. Income (Loss) per share is $0.04 and $0.01 for the nine months ending January 31, 2005, and January 31, 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Borrowed funds have been used primarily for working capital. Bank (Industrial State Bank) debt related to our operating line was $364,546 at January 31, 2005, and was $145,463 at January 31, 2004. Our unused line of credit was approximately $135,454 as of January 31, 2005 and approximately $354,537 as of January 31, 2004. The interest rate on our line of credit is prime plus two (with a floor of 7%). As of February 25, 2005, the interest rate is 7.0%.

We opened a new line of credit at ISB February 10, 2004 to support the additional inventory requirements of the RVSM product line. The current debt relating to this line of credit was $1,500,000 at January 31, 2005. As of February 25, 2005, the interest rate is 7.0%

We have additional short-term promissory notes with two other banks to finance the increased RVSM and Lear twenty-first century upgrade activities. The current balance of these loans was $1,500,000 at January 31, 2005. As of February 25, 2005 the interest rates ranged from 5% to 6%.

We plan to continue using the promissory notes payable to fund working capital. We believe the extensions will continue and does not anticipate the repayment of these notes in fiscal 2005. The extension of the promissory notes-payable is consistent with prior years. If the Bank were to demand repayment of the notes payable we currently do not have enough cash to pay off the notes without materially adversely affecting the financial condition of the Company.

We do not, as of January 31, 2005 have any material commitments for other capital expenditures.

FORWARD LOOKING INFORMATION

The information set forth below includes "forward-looking" information as outlined in the Private Securities Litigation Reform Act of 1995. The Cautionary Statements, filed by us as Exhibit 99 to our Form 10-K, are incorporated herein by reference and you are specifically referred to such Cautionary Statements for a discussion of factors which could affect our operations and forward-looking statements contained herein.

Part I Item 3 Quantitative and Qualitative Disclosures about Market Risk
None

Part I Item 4 Controls and Procedures
We maintain a set of disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures within 90 days prior to the filing of this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

Subsequent to our evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION Responses to items 1, 3, and 5 are omitted since these items are either inapplicable or the response thereto would be negative.
Item 2.	Changes in Securities. During the third quarter we issued 290,000 shares of common stock related to the exercise of conversion options.
Item 4.	Submission of Matters to Vote of Security Holders. We held the annual meeting of shareholders on January 25, 2005. The following items were submitted to and approved by the shareholders.
		Election of Director: William A. Griffith. The ratification of the selection of Weaver & Martin LLC as auditors for the fiscal year ending April 30, 2005.
Item 6.	Exhibits and reports on Form 8-K.
	(A) Exhibits. 3.1 Articles of Incorporation, as amended and restated are incorporated by reference to Exhibit 3.1 of the our Form DEF 14A filed on December 26, 2001.
	3.2 Bylaws, as amended, are incorporated by reference to Exhibit A of our Form DEF 14A filed on December 15, 2003.
	Exhibit 99.
	Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995, are incorporated by reference to Exhibit 99 of the Form 10-K for the fiscal year ended April 30, 2004.
	27.1 Financial Data Schedule (EDGAR version only). Filed herewith.
	We agree to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission.
	(B) Reports on Form 8-K. We reported on December 15, 2004 on Form 8-K under Items 2 and 9, that we issued a press release regarding the filing of our Quarterly Report for the quarter ending October 31, 2004, on Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. We reported on January 27, 2005 on Form 8-K under Items 8 and 9, that we issued a press release regarding the announcement of the results of the annual shareholders meeting and conference call.

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 duly authorized.
	BUTLER NATIONAL CORPORATION (Registrant)
February 28, 2005 Date	/S/ Clark D. Stewart Clark D. Stewart (President and Chief Executive Officer)
February 28, 2005 Date	/S/ Angela D. Seba Angela D. Seba (Chief Financial Officer)

EX-32

EXHIBIT 32.1
CERTIFICATION PURUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Butler National Corporation (the "Company") on Form 10-Q for the period ending January 31, 2005, as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, Clark D. Stewart, Chief Executive Officer of the Company, certify, (to the best of my knowledge), pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 that;
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
	/s/Clark D. Stewart President and Chief Executive Officer Butler National Corporation February 28, 2005
"A signed original of this written statement required by Section 906 has been provided to Butler National Corporation and will be retained by Butler National Corporation and furnished to the Securities and Exchange Commission or its staff upon request."

EX-31

	Exhibit 31.1
CERTIFICATIONS
I, Clark D. Stewart, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures or caused such disclosure and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
Date: February 28, 2005		s/s Clark D. Stewart Clark D. Stewart President and Chief Executive Officer

EX-31

	Exhibit 31.2
CERTIFICATIONS
I, Angela D. Seba, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures or caused such disclosure and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
Date: February 28, 2005		s/s Angela D. Seba Angela D. Seba Chief Financial Officer

EX-32

EXHIBIT 32.2
CERTIFICATION PURUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Butler National Corporation (the "Company") on Form 10-Q for the period ending January 31, 2005, as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, Angela D. Seba, Chief Financial Officer of the Company, certify, (to the best of my knowledge), pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 that;
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
	/s/Angela D. Seba Chief Financial Officer Butler National Corporation February 28, 2005
"A signed original of this written statement required by Section 906 has been provided to Butler National Corporation and will be retained by Butler National Corporation and furnished to the Securities and Exchange Commission or its staff upon request."