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):  October 26, 1999

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


Delaware                         0-1678                            41-034293
(State of Incorporation) (Commission File Number)           (I.R.S. Employer

       (State of  Incorporation)(Commission (I.R.S. Employer
					                            File Number)	Identification Number)


             19920 West 161st Street, Olathe, Kansas 66062

                              (913) 780-9595
                       Registrant's telephone number





ITEM 	4.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT


	(b)	On October 26, 1999, the Board of Directors of the Registrant (the
"Board"), acting upon the recommendation of the Audit Committee of the Board,
engaged Kelly & Company as the Registrant's independent accountants for the
fiscal year ended  April 30, 1999 to audit the Registrant's financial
statements.  During the Registrant's two most recent fiscal years, and the
subsequent interim period prior to engaging Kelly & Company, neither the
Registrant nor anyone on its behalf consulted Kelly & Company regarding (i)
either: (a) the application of accounting principles to a specified
transaction, either completed or proposed; or (b) the type of audit opinion
that might be rendered on the Registrant's financial statements; or (ii) any
matter that was either the subject of a disagreement (as defined in Item 304
(a) (1) (iv) of Regulation S-K) or a reportable event (as described in
paragraph 304 (a) (1) (v) of Regulation S-K).



                                SIGNATURE


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



November 1, 1999                       /S/Clark D. Stewart
   (Date)                              Clark D. Stewart
                                       President and CEO





November 1, 1999                       /S/Robert E. Leisure
   (Date)                              Robert E. Leisure
                                       Chief Financial Officer