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) May 14, 1999



                       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.)



           11920 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 5.  Other Matters

     Butler National Corporation reported that on May 4, 1999, the Board of 
Directors determined that the interests of the shareholders would be best 
served by distributing the common stock of its Indian Gaming Subsidiary 
("IGS") to the shareholders.  See exhibit 99.

     
Item 7.  Financial Statements and Exhibits

     a.  Exhibit
          
           99   Press Release dated May 14, 1999
     





                              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)



May 14, 1999                            /S/Clark D. Stewart
  (Date)                                Clark D. Stewart
                                        President and Chief Executive Officer


May 14, 1999                            /S/Robert E. Leisure
  (Date)                                Robert E. Leisure
                                        Chief Financial Officer  

EX-99

Exhibit 99


FOR IMMEDIATE RELEASE                                       May 14, 1999


     Butler National Corporation (OTCBB - BUKS) Plans to Distribute Indian 
Gaming Operations to Shareholders

(OLATHE, KS)  May 14, 1999 - Butler National Corporation reported that on May 
4, 1999, the Board of Directors determined that the interests of the 
shareholders would be best served by distributing the common stock of its 
Indian Gaming Subsidiary ("IGS") to the shareholders.

Highlights of the report include:

As discussed at the Annual Meeting of the Shareholders and as reported from 
time-to-time over the past few years in its Annual Reports on Form 10-K, the 
Company has planned to separate the business segments for a number of business 
reasons including:

     1.  Allow the management of each business to focus solely on that 
         business segment.

     2.  Provide future incentives to the employees directly related to the 
         profitable operation of the business segment.

     3.  Enhance the access to financing by allowing the financial community 
         to focus on the business activities and opportunities of the
         business segment.

SEC Rule 10b-17 Information:

     The Company plans to distribute the IGS common stock to the 
shareholders of record owning Butler National Corporation $0.01 Common Stock 
at the close of business on May 24, 1999 (the "Shareholders"). 

     The shares of the IGS are planned to be distributed to the 
Shareholders at a ratio of one share of the common stock of the IGS for each 
share of Butler National Corporation owned at the close of business on May 24, 
1999.

     An Information Statement and the shares of the IGS are expected to be 
distributed to the Shareholders on or before July 31, 1999.

     The Company has owned the IGS for over five years, has reported the 
operations as a separate business segment for over five years in its Annual 
Report on Form 10-K and expects the distributed shares to be unrestricted and 
tradeable upon filing of the Information Statement, a Form 10 with the SEC and 
distribution of the shares.

     The Company believes the distribution will be tax-free but the Company 
will not seek an Internal Revenue Service ruling on the matter.

Management Comments:

"The dynamics of the Gaming company are very different from Butler National's 
other businesses including it markets, products, and investment requirements.  
We believe that by taking the strategic step to operate separately, and by 
allowing each company to focus on its on businesses and markets we can unlock 
greater value for each of these businesses and the shareholders of Butler 
National and enhance their ability to achieve their full potential.  With this 
separation, investors will be able to focus on the specific growth, market, 
and value creation characteristics of each company," commented Clark D. 
Stewart, President of the Company.

Our Business:

Butler National Corporation operates in the aerospace and services business 
segments. The Services segment includes electronic monitoring of water pumping 
stations, temporary employee services, Indian gaming management services and 
administrative management services.  Aerospace includes the manufacture of 
airborne electronic switching equipment for Boeing (McDonnell Douglas) and 
structural modification of business aircraft.

Forward Looking Information:

The information set forth above may include "forward-looking" information as 
outlined in the recently enacted Private Securities Litigation Reform Act of 
1995.  The Cautionary Statements filed by the Company as Exhibit 99 of its 
FORM 10-Q filing are incorporated herein by reference and investors are 
specifically referred to such Cautionary Statements for a discussion of 
factors which could affect the Company's operations and forward-looking 
statements contained herein.

FOR MORE INFORMATION, OR FOR A COMPLETE COPY OF BUTLER NATIONAL'S LATEST 10-Q, 
CONTACT:

William A. Griffith, Investor Relations               Phone (913) 780-9595
Butler National Corporation                           Fax   (913) 780-5088
19920 West 161st Street
Olathe, KS 66062