BUTLER MANUFACTURING CO, 10-K, 1994-03-25

BUTLER MANUFACTURING CO
10-K, 1994-03-25
PREFABRICATED METAL BUILDINGS & COMPONENTS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13
of The Securities Exchange Act of 1934
(Fee Required)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

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(b) of the
Act. The only class of stock outstanding consists of Common Stock having no
par value, 4,772,316 shares of which were outstanding at December 31, 1993.
The Common Stock is registered pursuant to Section 12(g) 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 17,
1994 was $114,716,754.

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: /x/

The following documents are incorporated herein by reference:

(1)Butler Manufacturing Company 1993 Annual Report, pages 12 through 28 (the
"Annual Report" incorporated into Part II).

(2)Butler Manufacturing Company Notice of Annual Meeting and Proxy Statement,
dated March 9, 1994 (the "Proxy Statement" incorporated into Parts I and III).

<PAGE> 2

BUTLER MANUFACTURING COMPANY

FORM 10-K

_______________

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

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<TABLE>
<CAPTION>
CONTENTS

PART I Page
----
<S> <C>
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 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . 9

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . 14

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

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PART I

Item 1. Business

(a) General Development 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 acquired in 1991, and a Saudi Arabian
joint venture.

The Company and its subsidiaries are primarily engaged in the design,
manufacture and sale of systems and components for nonresidential structures.
Products and services fall into three 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) Construction and construction management services for
purchasers of large, complex or multiple site building projects; and (3) Other
Building Products for low, medium and high-rise nonresidential buildings,
consisting primarily of curtain wall and storefront systems, skylights and roof
vents. This group also includes the manufacture and sale of grain storage bins
and the distribution of grain handling and conditioning equipment.

The Company's products are sold primarily through numerous 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 hereby incorporated by reference
to page 21 and 22 of the Company's Annual Report furnished to the Commission
pursuant to Rule 14a-3(b) and attached as Exhibit 13.0 to this report (see also
items 6, 7, and 8 of this report).

Building Systems
The Company's largest segment, Building Systems, includes the U.S. steel
and wood frame pre-engineered building systems; a 100% wholly owned United
Kingdom subsidiary (Butler Building Systems, Ltd.); and a 30% owned Saudi
Arabian joint venture (Saudi Building Systems, Ltd.), all of which manufacture
and market pre-engineered steel frame building systems; Butler Real Estate,
Inc. a real estate developer; and a 45% owned Japanese joint venture marketing
pre-engineered building systems to Japanese firms to meet their U.S. and
international building requirements.

The Company's building systems consist 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 and farm buildings. Principal product components of the systems are
structural members and a variety of pre-engineered wall and roof components.
These are fabricated according to

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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; and Clear Brook, Virginia.

Butler Building Systems, Ltd. manufactures and markets the Company's
pre-engineered steel frame buildings primarily for the United Kingdom and
European markets from its facility in Kirkcaldy, Scotland. Saudi Building
Systems, Ltd. manufactures and markets 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.

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, and the
United Kingdom. Approximately four of these manufacturers account for the
majority of industry sales. The Company believes that its 1993 sales of steel
frame pre-engineered buildings within the United States exceeded those of any
other nonresidential steel frame pre-engineered buildings manufacturer, with
its next largest competitors being Varco-Pruden Buildings, a division of United
Dominion Industries Ltd., Ceco and Star Buildings Systems combined, a division
of Robertson - Ceco Corporation, and American Buildings Company. Competition
among manufacturers of pre-engineered buildings is based primarily upon price,
service, product design and performance, and marketing capabilities.

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

Butler Real Estate, Inc., a wholly-owned subsidiary of the Company,
provides real estate development services in cooperation with Butler dealers.
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 project improvements, and then sells the completed projects
to investors.

BMC Real Estate, Inc., a wholly-owned subsidiary of the Company,
participates solely in four land development ventures. Three of the ventures
are partnerships with ownership interests ranging from 35% to 50%. The fourth
venture is wholly-owned.

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Construction Services
The Company's Construction Services segment consists of a wholly-owned
construction subsidiary, BUCON, Inc. which provides comprehensive design,
planning, execution and construction management services to major purchasers of
construction. Revenues of the segment are derived primarily from general
contracting. In addition, the Construction Services segment performs "furnish
and erect" and "materials only" subcontracts using products from several
Company divisions, predominantly the Company's Buildings Division. Competition
is primarily based upon price, time necessary to complete a project, design,
and product performance. Construction Services competes with national,
regional, and local general contracting firms, and whenever possible, performs
projects in conjunction with independent Butler dealers.

Other Building Products
This segment includes the operations of the Vistawall, Walker and Grain
Systems Divisions. The Walker business was sold December 6, 1993. The
Vistawall business designs, manufactures and markets architecturally oriented
component systems for the nonresidential construction market. The Grain
Systems' business manufactures and markets grain storage bins and also
distributes grain conditioning and handling equipment.

The Vistawall Division designs, manufactures and sells aluminum curtain
wall systems for mid and high-rise office markets, and entry doors and other
standard storefront products for low-rise retail and commercial markets. The
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 the storefront and entry door products.
Manufacturing and distribution facilities are located in Lincoln, Rhode Island;
Atlanta, Georgia; Modesto and Hayward, California; Cincinnati, Ohio; Terrell,
Houston and Dallas, Texas; Orlando and Tampa, Florida; Washington, D.C.;
Chicago, Illinois; and St. Louis, Missouri. 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 cost, delivery capabilities, appearance and
other specific customer requirements.

The Vistawall Division at its Terrell, Texas location also designs,
manufactures and installs Naturalite skylights of all types, from the more
standard designs used in commercial and industrial buildings, to highly complex
engineered solutions for monumental building projects. In addition, the
Division designs and manufactures roof accessories, such as smoke and heat
vents, for conventional and pre-engineered buildings. The Division markets its
Naturalite products through its existing independent representative
organization. There are numerous competitors in this industry with competition
primarily based on price, engineering and installation capabilities, delivery,
and other specific customer requirements.

The Walker Division, which was sold to The Wiremold Company in December,
1993, manufactured a full array of power, lighting, electronics and
communication distribution systems for office, retail, and institutional
buildings. Principal products consisted of underfloor duct and cellular floor
systems.

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The Grain Systems Division manufactures and markets grain storage bins from its
Kansas City, Missouri plant. It also distributes grain conditioning and
handling equipment. The Division's products are sold primarily to farmers and
commercial grain elevators through a nationwide network of independent dealers.
Products are also manufactured for export. Grain systems are sold in highly
competitive markets in direct competition with national companies and smaller
regional manufacturers. Competition is principally based on price, delivery
schedules, and product performance.

Manufacturing and Materials
The Company's manufacturing operations 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 the Company's
products include steel, aluminum, wood, and purchased parts. All materials are
presently available to the Company in sufficient quantities to meet current
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). In addition, the Company's
sales usually reach a peak during the summer when construction activity is
highest. Sales for the first, second, third and fourth quarters of 1993 were
$111 million, $145 million, $164 million and $156 million, respectively.

Backlog
The Company's backlog of orders believed to be firm was $140 million at
December 31, 1993 and $117 million at December 31, 1992 (excluding the Walker
Division backlog). The Construction Services segment, where margins are
significantly lower than those associated with product sales, accounted for $26
million of the year-end 1993 backlog and $20 million of the year-end 1992
backlog.

Employees
At December 31, 1993 the Company employed 3,064 persons, 2,248 of whom
were non-union employees, and 816 were hourly paid employees who were members
of five unions. At December 31, 1992 the Company employed 3,169 persons.
A labor agreement with the union at the Buildings Division Birmingham, Alabama
plant will expire in 1994.

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. The 142,000 square foot Vistawall facility
located in Lincoln, Rhode Island which has light manufacturing and fabrication
operations is classified under "Assets held for sale". The 144,000 square foot
Garland, Texas facility previously used for the operations of Naturalite is
owned subject to a $2.7 million deed of trust. This facility is currently
under a lease

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agreement with an option to purchase on January 1, 1995 and is recorded in
"Investments and other assets". Both properties are described in the
"Restructuring and Dissolution of Businesses" footnote on page 21 in the
Company's Annual Report. Through a subsidiary, the Company also owns a land
development venture with property located on a 108 acre site in San Marcos,
Texas. The property is recorded in "Assets held for sale" and described in the
"Real Estate Subsidiaries" footnote on page 21 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, and have production capacities sufficient to meet current and
foreseeable needs.

Except for leased facilities listed below, all of the Company's principal
plants and offices are owned subject to the security interest of a Bank Loan
described on page 26 in the Company's Annual Report:

(1) Leased space used for the Company's executive offices in Kansas City,
Missouri (104,524 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 2006 and
1995, 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, Ohio;
Atlanta, Georgia; Orlando and Tampa, Florida; and Modesto and Hayward,
California (231,000 sq. ft. leased with various expiration dates).

Item 3. Legal Proceedings.

There are no material legal or environmental proceedings pending as of
March 9, 1994. 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 shareholders on April 20, 1993.

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 1993-1989" on pages 27 and 28 of the Annual Report.

Item 6. Selected Financial Data.

Incorporated by reference to the information under "Historical Review
1993-1989" on page 28 of the Annual Report.

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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 12 through 14 of the Annual Report.

Item 8. Financial Statements and Supplementary Data.

Incorporated by reference to the consolidated financial statements and
related notes on pages 15 through 27 of the Annual Report.

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

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Information as to Directors is incorporated herein by reference to pages
3 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 55, Chairman of the Board and Chief Executive Officer;
Chairman of the Executive Committee and member of the Board Organization
Committee. He joined the Company in 1968, became President in 1978 and
Chairman of the Board in 1986. Mr. West is a director of Commerce Bancshares,
Inc., Santa Fe Pacific Corp., Kansas City Power & Light Company, and St. Luke's
Hospital. He is a trustee of the University of Missouri at Kansas City.

Donald H. Pratt - age 56, President; member of the Executive Committee. He
joined Butler in 1965, became Executive Vice President in 1980, and President
of the Company in 1986. Mr. Pratt is also a director of Union Bancshares,
Inc., Wichita, Kansas, and is a trustee of the Kansas City Art Institute and
Midwest Research Institute.

Richard O. Ballentine - age 57, Vice President, General Counsel, and Secretary
since 1978. He joined Butler in 1975 as Vice President - Legal.

Dennis S. Brown - age 48, Vice President - Corporate Development since 1993. He
joined Butler in 1975 and became President, Walker Division in 1988.

John T. Cole - age 43, Controller since 1990. He joined Butler in 1977 and
previously was Corporate Audit Manager.

John J. Holland - age 43, Vice President - Finance since 1990. He joined
Butler in 1980 and became Vice President - Controller in 1986.

John W. Huey - age 46, Vice President - Administration since 1993 and

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Assistant Secretary since 1987. He joined Butler in 1978 and was previously
Assistant General Counsel.

Larry C. Miller - age 37, Treasurer since 1989. He joined Butler in 1980 and
became Assistant Treasurer in 1985.

Division Executive Officers

Moufid (Mike) Alossi - age 51, President, Butler World Trade since 1993. He
joined Butler in 1968 and previously was Vice President-International Sales and
Marketing.

William D. Chapman - age 51, President, International Operations since 1992.
He joined Butler in 1979 and was previously Vice President, International
Operations.

Thomas J. Hall - age 48, 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.

Larry D. Hayes - age 55, President, Lester Building Systems Division since
1991. He joined Butler in 1975 and previously was President, Rural Systems
Division.

Richard S. Jarman - age 47, President, Buildings Division since 1986. He
joined Butler in 1974.

William L. Johnsmeyer - age 46, President Butler Construction (Bucon, Inc.)
since 1990. He joined Butler in 1982 became President, Walker Division in
1984.

Robert J. Kronschnabel - age 58, Vice President and General Manager, Grain
Systems Division since 1991. He joined Butler in 1979 and was previously
President, Naturalite/EPI.

Nelson R. Markel - age 47, Managing Director, Butler Building Systems. Ltd.
since 1991 and was previously Marketing Manager, Buildings Division.

Ronald F. Rutledge - age 52, President Vistawall Division since 1984 when he
joined Butler.

Item 11. Executive Compensation.

Incorporated by reference to the information under "Report on Executive
Compensation", "Summary Compensation Table" and "Aggregated Option/SAR
Exercises and Fiscal Year-End Option/SAR Value Table" on pages 7 through 10 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 13 and 14 of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

Incorporated by reference to the information under "Election of Class B
Directors" on pages 2 through 9 and "Report on Executive Compensation" in the
Proxy Statement.

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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:

Consolidated Balance Sheets as of December 31, 1993 and 1992.

Consolidated Statements of Operations and Retained Earnings - Years Ended
December 31, 1993, 1992 and 1991.

Consolidated Statements of Cash Flow - Years Ended December 31, 1993, 1992 and
1991.

Notes to Consolidated Financial Statements.

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

(b) Financial Statement Schedules:

Auditors' Report on Financial Statement Schedules

I - Marketable Securities - Other Investments

V - Property, Plant and Equipment

VI - Accumulated Depreciation, Depletion and Amortization of
Property,Plant and Equipment

VIII - Valuation and Qualifying Accounts

IX - Short-Term Borrowings

X - Supplementary Income Statement Information

All other schedules are omitted because they are not applicable or the
information is contained in the consolidated financial statements or notes
thereto.

3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to
Company's Form 10-K for year ended, December 31, 1986).

3.2 Bylaws of Butler Manufacturing Company (incorporated by reference to
Exhibit 3.7 to Company's Form 10-K for year ended December 31, 1987).

4.1 Credit Agreement between the Company and Banks dated as of August 24,
1989 (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K
dated August 28, 1989).

4.2 Amendment No. 1, dated December 29, 1989 to the Credit

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Agreement (incorporated by reference to Exhibit 4.2 of the Company's Form
10-K for the year ended December 31, 1989).

4.3 Amendment No. 2, dated June 30, 1990 to the Bank Credit Agreement dated
August 28, 1989 (incorporated by reference to Exhibit 4.1 to the
Company's Form 10-K for the year ended December 31, 1990).

4.4 Amendment No. 3, dated November 28, 1990 to the Bank Credit Agreement
dated August 28, 1989 (incorporated by reference to Exhibit 4.2 to the
Company's Form 10-K for the year ended December 31, 1990).

4.5 Amendment No. 4, dated April 10, 1991 to the Bank Credit Agreement dated
August 28, 1989 (incorporated by reference to Exhibit 4.1 to the
Company's Form 10-K for the year ended December 31, 1990).

4.6 Amendment No. 5, dated July 30, 1991 to the Bank Credit Agreement dated
August 29, 1989 (incorporated by reference to Exhibit 4 to the Company's
Form 10-Q for the quarter ended September 30, 1991).

4.7 Amendment No. 6, dated March 9, 1992 to the Bank Credit Agreement dated
August 29, 1989 (incorporated by reference to the Company's 10-K for the
year ended December 31, 1991).

4.8 Amendment No. 7, dated May 6, 1992 to the Bank Credit Agreement dated
August 29, 1989 (incorporated by reference to Exhibit 4 to the Company's
Form 10-Q for the quarter ended June 30, 1992).

4.9 Amendment No. 8, dated April 26, 1993 to the Bank Credit Agreement dated
August 28, 1989.

4.10 Amendment No. 9, dated October 15, 1993 to the Bank Credit Agreement dated
August 28, 1989.

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).

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13.0 Butler Manufacturing Company 1993 Annual Report (only the information
expressly incorporated herein by reference).

21.0 Set forth below is a list as of March 9, 1994 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.

<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
- ---------- -------------
<S> <C>
Butler Export, Inc. Barbados
Butler Building Systems, Ltd. Scotland
BMC Real Estate, Inc. Delaware
BUCON, Inc. Delaware
Butler Real Estate, Inc. Delaware
Butler Holdings, Inc. Delaware
Lester's of Minnesota, Inc. Minnesota
</TABLE>

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

A report on Form 8-K dated December 6, 1993 was filed by the Company
during the quarter ended December 31, 1993.

The calculation of the aggregate market value of the Common Stock of the
Company held by non-affiliates as reflected on the front of the cover page is
based on the assumption that non-affiliates do not include directors. Such
assumption does not reflect a belief by the Company or any director that any
director is an affiliate of the Company.

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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 8th day of
March, 1994.

BUTLER MANUFACTURING COMPANY

BY /S/Robert H. West
-------------------
Robert H. West
Chairman of the Board

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.

/S/ Robert H. West Chairman of the Board March 8, 1994
- --------------------- (Principal Executive Officer)
Robert H. West

/S/ John J. Holland Vice President-Finance March 8, 1994
- --------------------- (Principal Financial Officer)
John J. Holland

/S/ John T. Cole Controller March 8, 1994
- --------------------- (Principal Accounting Officer)
John T. Cole

/S/ Harold G. Bernthal
By Richard O. Ballentine,
Attorney-in-fact Director March 17, 1994
- -----------------------
Harold G. Bernthal

/S/ Robert E. Cook
By Richard O. Ballentine,
Attorney-in-fact Director March 17, 1994
- ------------------------
Robert E. Cook

/S/ Robert L. Geddes Director March 10, 1994
- ------------------------
Robert L. Geddes

/S/ Alan M. Hallene Director March 9, 1994
- ------------------------
Alan M. Hallene

/S/ C.L. William Haw Director March 9, 1994
- -------------------------
C.L. William Haw

/S/ George E. Powell, Jr. Director March 12, 1994
- -------------------------
George E. Powell, Jr.

/S/ Donald H. Pratt Director March 10, 1994
- --------------------------
Donald H. Pratt

/S/ Judith A. Rogala
By Richard O. Ballentine,
Attorney-in-fact Director March 17, 1994
- --------------------------
Judith A. Rogala

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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Butler Manufacturing Company

We consent to the incorporation by reference in Registration Statements
Nos. 33-14464, 2-63830, 2-55753 and 2-36370 on Form S-8 and the related
Prospectus dated June 11, 1987, with Appendix dated March 7, 1994, of Butler
Manufacturing Company of our reports dated February 4, 1994 which contained an
explanatory paragraph regarding the adoption of Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and No. 109, "Accounting for Income Taxes",
relating to the consolidated balance sheets of Butler Manufacturing Company and
subsidiaries as of December 31, 1993, and 1992, and the related consolidated
statements of operations and retained earnings and cash flows and related
schedules for each of the years in the three-year period ended December 31,
1993, which reports appear in or are incorporated by reference in the Annual
Report on Form 10-K of Butler Manufacturing Company for the fiscal year ended
December 31, 1993. We also consent to the reference to our firm under the
heading "Experts" in the Prospectus to the Registration Statements.

/S/ KPMG PEAT MARWICK
---------------------
KPMG PEAT MARWICK
Kansas City, Missouri
March 25, 1994

14
<PAGE> 16

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Financial Statement Schedules
(Form 10-K)

December 31, 1993, 1992 and 1991

(With Auditors' Report Thereon)

15
<PAGE> 17
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Butler Manufacturing Company:

Under date of February 4, 1994, we reported on the consolidated balance sheets
of Butler Manufacturing Company and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of operations and retained
earnings and cash flows for each of the years in the three-year period ended
December 31, 1993, as contained in the 1993 Annual Report. That report
included an explanatory paragraph regarding the adoption of Statements of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109, "Accounting for
Income Taxes". These consolidated financial statements and our report thereon
are incorporated by reference in the Annual Report on Form 10-K for the year
1993. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedules as listed in item 14. These consolidated financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statement schedules based on our audits.

In our opinion, such schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material aspects, the information set forth therein.

/S/ KPMG PEAT MARWICK
----------------------
KPMG PEAT MARWICK
Kansas City, Missouri
February 4, 1994.

S-1

<PAGE> 18

SCHEDULE I

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Marketable Securities - Other Investments

December 31, 1993

<TABLE>
<CAPTION>
Value based
Amount at on market
Name of issuer and title of each Principal amount which shown on quotations at
issue of notes the balance sheet balance sheet date
- --------------------------------- ------------------ ------------------- --------------------
<S> <C> <C> <C>
Dreyfus Treasury
Prime Money Market Account $ 6,035,313 $ 6,035,313 $ 6,035,313

General Electric Capital Services, Inc.
Commercial Paper 2,998,163 2,998,163 2,998,163

Ford Motor Credit Corp.
Commercial Paper 2,998,104 2,998,104 2,998,104

American Express
Bankers Acceptance-Eligible 4,987,514 4,987,514 4,987,514
--------- --------- ---------
$17,019,094 $17,019,094 $17,019,094
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

S-2

<PAGE> 19
SCHEDULE V

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Property, Plant, and Equipment

(Thousands of Dollars)

<TABLE>
<CAPTION>
Balance at Transfers Balance at
beginning Additions Retirements and other close
Classification of year at cost and sales changes of year
------------------------ ------------- ---------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Land $ 2,821 $ 0 $ 68 $ (252) $ 2,501
Buildings 48,321 557 1,582 (2,581) 44,715
Machinery and equipment 109,084 2,897 171 (13,283) 98,527
Office furniture and fixtures 24,381 3,006 1,619 (2,219) 23,549
Transportation equipment 3,097 0 1,069 (36) 1,992
------- ----- ----- ------ -------
$ 187,704 $ 6,460 $ 4,509 $ (18,371) (A) $ 171,284
------- ----- ----- ------- -------
------- ----- ----- ------- -------
Year ended December 31, 1992:
Land $ 2,895 $ 27 $ 0 $ (101) $ 2,821
Buildings 49,079 887 60 (1,585) 48,321
Machinery and equipment 111,163 2,422 1,925 (2,576) 109,084
Office furniture and fixtures 24,058 1,674 915 (436) 24,381
Transportation equipment 4,542 16 1,401 (60) 3,097
------- ----- ----- ------ -------
$ 191,737 $ 5,026 $ 4,301 $ (4,758)(A) $ 187,704
------- ----- ----- ------ -------
------- ----- ----- ------ -------
Year ended December 31, 1991:
Land $ 4,350 $ 0 $ 7 $ (1,448) $ 2,895
Buildings 52,859 1,114 105 (4,789) 49,079
Machinery and equipment 105,582 2,620 45 3,006 111,163
Office furniture and fixtures 21,688 1,453 381 1,298 24,058
Transportation equipment 5,193 550 1,384 183 4,542
------- ----- ----- ------ -------
$ 189,672 $ 5,737 $ 1,922 $ (1,750)(A) $ 191,737
------- ----- ----- ------ -------
------- ----- ----- ------ -------
</TABLE>

(A) Property, plant, and equipment of subsidiaries and divisions acquired and
sold and transfer of assets held for sale.

S-3

<PAGE> 20

SCHEDULE VI

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Accumulated Depreciation, Depletion and Amortization
of Property, Plant, and Equipment

(Thousands of Dollars)

<TABLE>
<CAPTION>
Balance at Additions Transfers Balance at
beginning charged to Retirements and other close
Classification of year earnings and sales changes of year
------------------- ------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Allowance for depreciation and
amortization of:
Buildings $ 29,873 $ 1,380 $ 1,451 $ (1,896) $ 27,906
Machinery and equipment 88,406 4,058 149 (10,260) 82,055
Office furniture and fixtures 19,136 2,035 1,601 (1,575) 17,995
Transportation equipment 2,426 202 812 (16) 1,800
------- ------- ----- ------ -------
$ 139,841 $ 7,675 $ 4,013 (13,747) (A) $ 129,756
------- ------- ----- ------ -------
------- ------- ----- ------ -------
Year ended December 31, 1992:
Allowance for depreciation and
amortization of:
Buildings $ 28,664 $ 1,406 $ 59 $ (138) $ 29,873
Machinery and equipment 87,746 4,361 1,862 (1,839) 88,406
Office furniture and fixtures 18,070 2,009 882 (61) 19,136
Transportation equipment 2,850 578 949 (53) 2,426
------- ------- ----- ------- -------
$ 137,330 $ 8,354 $ 3,752 (2,091) (A) $ 139,841
------- ------- ----- ------- -------
------- ------- ----- ------- -------
Year ended December 31, 1991:
Allowance for depreciation and
amortization of:
Buildings $ 28,454 $ 1,936 $ 108 $ (1,618) $ 28,664
Machinery and equipment 79,683 4,965 43 3,141 87,746
Office furniture and fixtures 15,998 2,066 380 386 18,070
Transportation equipment 2,868 942 1,073 113 2,850
------- ------- ----- ------ -------
$ 127,003 $ 9,909 $ 1,604 $ 2,022 (A) $ 137,330
------- ------- ----- ------ -------
------- ------- ----- ------ -------
</TABLE>

(A)Accumulated depreciation of subsidiaries and divisions acquired and sold and
transfer of assets held for sale.

S-4
<PAGE> 21

SCHEDULE VIII

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Valuation and Qualifying Accounts

(Thousands of Dollars)

<TABLE>
<CAPTION>
Additions Deductions
--------------- -------------------------------
Balance at Charged Credited Charged off Balance
beginning to to net of at close
Description of year earnings Other earnings recoveries Other of year
- ---------------------------- --------- --------- ----- --------- ------------ ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(B) (A)
Year ended December 31, 1993:
For possible losses on accounts
receivable $1,163 $ 767 $ 99 $ 0 $ 764 $ 177 $1,088
----- ----- ----- ----- ------ ----- -----
----- ----- ----- ----- ------ ----- -----
Year ended December 31, 1992:
For possible losses on accounts
receivable $1,436 $1,109 $ 58 $ 300 $1,099 $ 41 $1,163
----- ----- ----- ----- ------ ---- -----
----- ----- ----- ----- ------ ---- -----
Year ended December 31, 1991:
For possible losses on accounts
receivable $1,473 $ 842 $ 74 $ 67 $ 777 $ 109 $1,436
----- ------ ----- ----- ------ --- -----
----- ------ ----- ----- ------ --- -----
</TABLE>

(A) Includes acquisition and disposition of divisions and subsidiaries.

(B) "Credited to earnings" reflects adjustments to t.e original estimated loss
provision for receivables reassessment of the collection status of trade
receivables made during the year.

S-5
<PAGE> 22
SCHEDULE IX

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Short-term Borrowings

(Thousands of Dollars)

<TABLE>
<CAPTION>
Weighted Maximum Average Weighted
Category of average amount amount average
aggregate Amount Balance interest rates outstanding outstanding interest rates
short-term of credit end of at end of during the at end of during the
borrowings (3) line period(4) period period period (1) period (2)
-------------- -------- --------- ------ ------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1993 BMC $20,000 $ 0 0% $10,000 $6,052 5.5%
December 31, 1993 BRE 27,029 0 0% 0 0 0.0%
December 31, 1993 BBSL 2,200 1,556 6.4% 2,284 1,621 7.2%

December 31, 1992 BMC $20,000 $ 0 0% $11,000 $8,018 6.1%
December 31, 1992 BRE 20,000 0 0% 4,516 3,796 5.6%
December 31, 1992 BBSL 2,300 2,105 9.0% 3,308 2,350 11.5%
</TABLE>

(1) Average amount outstanding during the period is calculated by dividing the
total of the daily outstanding balances for the year, by the number of
days outstanding during the year.

(2) Weighted average interest rate during the period is calculated by dividing
the interest expense during the year, by the average short-term
borrowings, for the number of days outstanding.

(3) Butler Manufacturing Company (BMC), Butler Real Estate, Inc. (BRE), and
Butler Building Systems, Ltd. (BBSL).

(4) See also page 14 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's 1993 Annual Report
to Stockholders.

S-6
<PAGE> 23
SCHEDULE X

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Supplementary Income Statement Information

(Thousands of Dollars)

<TABLE>
<CAPTION>
Charged to
Item costs and expenses
- --------------------------- ------------------
<S> <C>
Year ended December 31, 1993:

Maintenance and repairs $ 9,309
Depreciation and amortization 9,605
-----
-----
Year ended December 31, 1992:

Maintenance and repairs $ 8,251
Depreciation and amortization 10,155
------
------
Year ended December 31, 1991:

Maintenance and repairs $ 7,013
Depreciation and amortization 11,777
------
------
</TABLE>

S-7

<PAGE> 1
Exhibit 4.9

AMENDMENT NO.8 TO CREDIT AGREEMENT

AMENDMENT dated as of April 26, 1993 among BUTLER
MANUFACTURING COMPANY, a Delaware corporation (the "Borrower"), the LENDERS
listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "Agent"),

WITNESSETH:

WHEREAS, the Borrower, certain banks (the "Banks") and the
Agent have heretofore entered into a Credit Agreement dated as of August 24,
1989 (as amended by Amendment Nos. 1 through 7 thereto, the "Agreement");

WHEREAS, the Borrower has sold a portion of its real property
located in Jackson County, Missouri (the "Sale Property"), and desires that the
Lenders release their Lien on the Sale Property and waive the requirement that
the net cash proceeds of the sale of the Sale Property be used to prepay Loans
in accordance with Section 2.10 (b) of the Agreement; and

WHEREAS, the Borrower also desires that the Lenders increase
the Revolving Commitments and the limit on incurrence of Debt by Butler Real
Estate Inc., all as further provided herein;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Definitions;References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Agreement has the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended hereby.

<PAGE> 2
Exhibit 4.9

SECTION 2. Release of Lien and Waiver of Prepayment. (a) The
Lenders hereby release the Lien created by the Security Documents on the Sale
Property only, such release to be effective upon and contemporaneously with the
sale by the Borrower of the Sale Property.

(b) Each Lender hereby consents to the amendment,
substantially in the form of Exhibit A hereto, of the Deed of Trust referred to
in such Exhibit A, and irrevocably appoints and authorizes the Agent, as Agent
and Secured Party, to execute and deliver such amendment.

(c) The Banks hereby waive the requirement that the proceeds
of the sale of the Sale Property be used to prepay the Term Loans in accordance
with Section 2.10(b) of the Agreement.

SECTION 3. Temporary Increase of Revolving Commitments. The
Revolving Commitments of the Banks are hereby ratably increased, effective May
1, 1993, such that immediately after such increase the aggregate amount of the
Revolving Commitments shall equal $27,500,000. Unless theretofore terminated
or reduced to a lesser amount, the Revolving Commitments shall be ratably
reduced at the close of business on November 30, 1993 such that immediately
after such reduction the aggregate amount of the Revolving Commitments shall
equal $20,000,000.

SECTION 4. Amendment of Section 5.18(f). Section 5.18(f) of
the Agreement is hereby amended to read in full as follows:

(f) $20,000,000 of Debt of Butler Real Estate, Inc. (or, if
immediately after giving effect to the incurrence thereof, the ratio of total
Debt of Butler Real Estate, Inc. is less than 4.0 to 1.0, $30,000,000) as to
which there is no recourse to any of the Borrower and its other Subsidiaries;
and

SECTION 5. Participation Fee. On or before the date on which
this Amendment becomes effective in accordance with Section 6 hereof, the
Borrower will pay to the Agent for the account of the Banks ratably in
accordance with their respective Commitments a participation fee of $37,500.

<PAGE> 3
Exhibit 4.9

SECTION 6. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof on the
date that each of the following conditions shall have been satisfied: (i)
receipt by the Agent of counterparts hereof signed by the Borrower and the
Required Lenders, including each of the Banks (or in the case of any party as
to which an executed counterpart shall not have been received, receipt by the
Agent in form satisfactory to it of facsimile, telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party); (ii) receipt by the Agent for the account of the Banks of the
participation fee referred to in Section 5 hereof; and (iii) receipt by the
Agent of an opinion of counsel from general counsel of the Borrower
substantially in the form of Exhibit B hereto.

SECTION 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.

<PAGE> 4
Exhibit 4.9

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

BUTLER MANUFACTURING COMPANY

By /S/ John J. Holland
----------------------
Title: Vice President

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Bank and Agent

By /S/ Jeffrey B. Westcott
--------------------------
Title: Vice President

NATIONSBANK OF TEXAS,N.A.

By /S/ Ellis E. Moseley
-----------------------
Title: Senior Vice President

THE NORTHERN TRUST COMPANY

By /S/ Raheela Gill Anwar
-------------------------
Commercial Banking Officer

<PAGE> 5
Exhibit 4.9

WACHOVIA BANK OF GEORGIA, N.A.
F/K/A THE FIRST NATIONAL BANK
OF ATLANTA

By /S/ Tina P. Hayes
--------------------
Title: Assistant Vice President

COMMERCE BANK OF KANSAS CITY

By /S/ Peter W. Shriver
-----------------------
Title: Vice President

BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY

By /S/ Thomas J. Butkus
-----------------------
Title: Vice President

UNITED MISSOURI BANK, N.A.
F/K/A UNITED MISSOURI BANK
OF KANSAS CITY, N.A.

By /S/ Terry Dierks
-------------------
Title: Senior Vice President

J.P. MORGAN DELAWARE

By /S/ George A. Kent
---------------------
Title: Vice President

<PAGE> 6
Exhibit 4.9

WACHOVIA BANK OF NORTH
CAROLINA, N.A. F/K/A
WACHOVIA BANK AND TRUST CO.,
N.A., as Holder of the
$3,000,000 Rhode Island Port
Authority and Economic
Development Corporation
Industrial Revenue Bond
(Hedison Manufacturing Company
Project) Series 1976 and the
$1,500,000 Rhode Island
Industrial Facilities
Corporation Industrial Revenue
Bond (The Alumiline Corporation
Project) Series 1982

By /S/ Robert G. Brookby
------------------------
Title: Senior Vice President

<PAGE> 1
Exhibit 4.10

AMENDMENT NO. 9 TO CREDIT AGREEMENT

AMENDMENT dated as of October 15, 1993 among BUTLER
MANUFACTURING COMPANY, a Delaware corporation (the "Borrower"), the LENDERS
listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "Agent"),

WITNESSETH:

WHEREAS, the Borrower wishes to establish certain foreign
Subsidiaries to provide sales and technical support for the Borrower and its
Subsidiaries in the United States and desires that the Banks agree to the
Investment by the Borrower in such foreign Subsidiaries and waive the
requirements that (i) the stock of any such foreign Subsidiary be pledged under
the Pledge Agreement and (ii) any such foreign Subsidiary become a party to the
Subsidiary Guaranty or the Security Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the date
hereof refer to the Credit Agreement as amended hereby.

SECTION 2. Amendment of Section 1.01. Section 1.01 of the
Credit Agreement is amended by adding the following defined term thereto:

<PAGE> 2
Exhibit 4.10

"Foreign Subsidiaries" means Wholly-Owned Consolidated Subsidiaries
established under the laws of a jurisdiction other than the United States
or any political subdivision thereof to provide sales and technical support
for the Borrower and its Subsidiaries.

SECTION 3. Amendment of Section 5.15. Section 5.15 of the
Credit Agreement is hereby amended by relettering clauses (f) and (g) thereof
as clauses (g) and (h), respectively, and by adding a new clause (f) thereto to
read in its entirety as follows:

(f) Investments by the Borrower in Foreign Subsidiaries, provided that
the aggregate book value of all such Investments (in each case determined
at the time such Investment is made) does not at any time exceed
$1,000,000;

SECTION 4. Waiver of Section 5.21. The provisions of Section
5.21 of the Credit Agreement that require the Borrower to cause its
Subsidiaries to become a party to the Subsidiary Guaranty are hereby waived
with respect to the Foreign Subsidiaries.

SECTION 5. Waiver of Pledge Agreement and Security Agreement
Provisions. Each of the undersigned Banks and Lenders hereby consents to the
waiver by the Agent of, and the Agent hereby waives, in each case with respect
to the Foreign Subsidiaries only, (i) the provisions in Section 3(B) of the
Pledge Agreement requiring the Pledgor to pledge the stock of any Foreign
Subsidiary and (ii) the provisions of Section 23 of the Security Agreement
requiring the Debtors thereunder to cause any Foreign Subsidiary to become a
Debtor party to the Security Agreement.

<PAGE> 3
Exhibit 4.10

SECTION 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.

<PAGE> 4
Exhibit 4.10

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.

BUTLER MANUFACTURING COMPANY

By /S/ John J. Holland
-------------------------
Title: Vice President

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Bank and
Agent

By /S/ Jeffrey B. Westcott
-------------------------
Title: Vice President

NATIONSBANK OF TEXAS, N.A.

By /S/ Ellis E. Moseley
-------------------------
Title: Senior Vice President

THE NORTHERN TRUST COMPANY

By /S/ Raheela Gill Anwar
-------------------------
Title: Commercial Banking
Officer

<PAGE> 5
Exhibit 4.10

WACHOVIA BANK OF GEORGIA,N.A.
F/K/A THE FIRST NATIONAL
BANK OF ATLANTA

By /S/ Tina P. Hayes
Title:Assistant Vice President

COMMERCE BANK OF KANSAS CITY

By /S/ Peter W. Shriver
Title: Vice President

BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY

By /S/ Thomas J. Butkus
Title: Vice President

UNITED MISSOURI BANK, N.A.
F/K/A UNITED MISSOURI BANK
OF KANSAS CITY, N.A.

By /S/ James A. Sangster
Title: Divisional Executive
Vice President

J.P. MORGAN DELAWARE

By /S/ George A. Kent
Title: Vice President

<PAGE> 6
Exhibit 4.10

WACHOVIA BANK OF NORTH
CAROLINA, N.A. F/K/A
WACHOVIA BANK AND TRUST CO.
N.A., as Holder of the
$3,000,000 Rhode Island Port
Authority and Economic
Development Corporation
Industrial Revenue Bond
(Hedison Manufacturing
Company Project) Series 1976
and the $1,500,000 Rhode
Island Industrial Facilities
Corporation Industrial
Revenue Bond (The Alumiline
Corporation Project) Series
1982.

By /S/ Robert G. Brookby
Title: Senior Vice President

<PAGE> 1

Exhibit 13
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations
Company sales for 1993 were $576 million compared with $500 million in 1992,
an increase of 15.2%. Revenues increased in each segment of the Company.

Sales in the Building Systems Segment were $367 million in 1993 compared with
$319 million in 1992, an increase of 15%. Increases occurred in both the
steel and wood frame building product lines due to gains in domestic market
share and increased export sales. Sales increased at Butler Building Systems,
Ltd., the Company's United Kingdom buildings business, compared to 1992 due
to general economic improvement in that market and better export
opportunities.

The Construction Services Segment reported sales of $93 million in 1993
compared to $67 million in 1992, an increase of 38.8%. The improvement was
due primarily to repeat sales of construction services to large corporations
who have ongoing construction needs at multiple locations throughout the
United States.

Sales in the Other Building Products Segment were $141 million in 1993 and
$138 million in 1992, an increase of 2.2%. Grain System's sales improved over
1992 due to increased domestic demand in the commercial grain storage sector.
Sales of the Vistawall Division improved modestly, despite weak demand in the
commercial sector of the U.S. nonresidential construction market. The Walker
Division's sales of $40 million for 1993 reflect only eleven months of
operations as that Division was sold in December 1993; its 1993 sales were
nearly equal to those recorded for the full year in 1992.

The Company's consolidated sales in 1992 were $500 million compared to $461
million in 1991, an increase of 8.5%. The Building Systems Segment was the
primary contributor to the increase in 1992 revenues, through improved market
share and export sales.

Gross profit in 1993 was $97 million or 16.8% of sales compared to $83
million or 16.6% of sales in 1992. The increase was due to improved sales and
margins in all segments. In 1992 $1 million of the $83 million in gross
profit was generated by a reduction in inventories and the LIFO method of
inventory accounting. In 1993 the contribution from LIFO was not significant.

Gross profit in 1991 was $72 million or 15.6% of sales. Gross profit improved
in 1992 compared to 1991 due to increased sales in the Building Systems
Segment and improved margins primarily in the Other Building Products
Segment. In 1991 $2.5 million of gross profit was generated by LIFO
accounting.

In 1993 selling, general, and administrative expenses were $81 million
compared to $72 million in 1992, or 14.1% and 14.4% of 1993 and 1992 sales,
respectively. The Building Systems Segment was the primary contributor to the
dollar
Page 12

<PAGE>
increase, due to the higher sales volume of that Segment, and increased
expense levels to fund export market development activities in several
countries.

In 1991 selling, general, and administrative expenses were $72 million or
15.6% of 1991 sales. In 1992 the Company was able to maintain the same dollar
level of selling, general, and administrative expenses on greater volume
through aggressive cost controls, especially in the Building Systems and
Other Building Products segments, and savings realized from the merger of the
former Naturalite/EPI Division with the Vistawall Architectural Products
Division in late 1991.

In 1991 the Company incurred a pretax restructuring charge of $4.6 million,
resulting from the merger of the former Naturalite/EPI Division with the
Vistawall Architectural Products business mentioned previously.

In 1993 the Company recognized an $18 million pretax gain associated with the
sale of the Walker Division.

In 1992 the Company recorded net other expense of $2 million compared to $1.9
million in 1991. In 1992 the earnings realized from the Saudi Building
Systems joint venture were more than offset by the $3.6 million pretax write-
off associated with Canadian Building Systems, Ltd., a joint venture which
discontinued operations in Canada in early 1992 due to insolvency.

Interest expense in 1993 decreased to $4.6 million from the $6 million
recorded in 1992, principally due to lower interest rates. Interest expense
declined $1.8 million between 1992 and 1991 also due to lower interest rates.

The Company's effective tax rates were 39.2% in 1993, 55.9% in 1992, and
(12.6)% in 1991. The higher effective tax rate in 1992 was due to
nondeductible operating losses incurred by Butler Building Systems, Ltd., and
other nondeductible items for which no tax benefits are recognized, offset in
part by $2.6 million in tax benefits recognized from the write-off associated
with Canadian Building Systems, Ltd. The lower than statutory tax benefit
realized in 1991 was due to nondeductible items included in the $4.6 million
restructuring charge mentioned previously, and operating losses incurred by
Canadian Building Systems, Ltd. and Butler Building Systems, Ltd., for which
no tax benefits were recognized.

Liquidity and Capital Resources
The Company's cash balance increased $7.2 million in 1993 compared to an
increase of $1.5 million in 1992 and a decrease of $4.4 million in 1991. On
December 6, 1993 the Company sold the business and substantially all of the
assets and liabilities of the Walker Division to The Wiremold Company for
$34.6 million in cash and the assumption of certain liabilities. The cash
proceeds after taxes and transaction expenses were used to reduce long-term
debt by $25 million. Operating profit of the Walker Division was $4.9 million
in 1993.

Cash flow from operations was $9.3 million in 1993 compared with $2.9 million
in 1992. In 1991 the Company generated positive cash from operations of $6.5
million, in spite of a $12 million net loss for the year, by effectively
controlling the investment in working capital. In 1993 and 1992 working
capital increased to accommodate the higher sales levels. The Company's total
debt to total capital ratio was 40.3% in 1993 compared with 62.9% in 1992 and
64.9% in 1991.

In 1993 the Company, as lessor, entered into a facility lease agreement. That
agreement granted to the lessee an option to purchase the leased facility for
the Company's book value of $2.2 million. The facility was previously
recorded in "Assets held for sale". The asset was transferred to "Investments
and other assets" at December 31, 1993. In 1991 the Company sold a facility
which was included in "Assets held for sale" and defeased $2.4 million of
associated Industrial Revenue Bonds. The Company also acquired its $3.5
million, 11.75% coupon Industrial Revenue Bonds in 1991, when they were
tendered by the bondholders under provisions of the Bond Indenture. The
Company has retained the right to reissue these bonds.
Page 13

<PAGE>

In 1989 the Company entered into a major credit agreement with a group of
banks. As of December 31, 1993 the Company was in compliance with all
convenants of the credit agreement. In addition to financial covenants, the
agreement provides for additional principal payments on the debt if certain
cash flow levels are reached. In 1993 such levels were achieved, and
accordingly, approximately $5 million is due to the lenders on March 31,
1994.

The credit agreement includes commitments from the group of banks for a $20
million line of credit to meet domestic seasonal working capital
requirements. As of December 31, 1993 $9 million of the credit line was
utilized to provide a bank letter of credit arrangement to secure the
Company's general liability insurance obligation. For a portion of 1991 and
1992, $9 million of the credit facility was used to secure the Company's
general liability insurance obligation by placing monies in an escrow
account. The escrowed funds were replaced by a letter of credit arrangement
in 1992. Management believes the Company's operating cash flow, along with
the bank credit line, will be sufficient to cover its liquidity requirements
for the foreseeable future.

Butler Real Estate, Inc. has a separate $27 million line of credit with a
bank for its credit-based development activities. Butler Building Systems,
Ltd. maintains a separate line of credit with its local bank of approximately
$2.2 million at current exchange rates. In 1993 the Company advanced $2
million to Butler Building Systems, Ltd. to improve the liquidity of this
business.

Capital expenditures were $6.5 million in 1993, $5 million in 1992, and $5.7
million in 1991. In mid-year 1991 the Company acquired 100% interest in
Butler Building Systems, Ltd. for $4 million in cash.

In 1989 the Company's Board of Directors approved a 500,000 share stock
repurchase authorization for its common stock. The Company repurchased 5,783
of its common shares in 1993 and deposited these in the Company's treasury.
In 1993, 163,061 treasury shares were sold in connection with stock incentive
plans.

Other
The U.S. inflation rate continued to grow at a moderate pace in 1993. The
Company accounts for inventory at LIFO cost, which in general allows for
current earnings to approximate the earnings which would be reported if
measured in terms of current value dollars.

In 1993 the Company implemented Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes" using the deferred tax asset
and liability method by restating prior years' consolidated financial
statements. The effect on Shareholders' equity was a decrease of $1.4
million.

The Company also implemented SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" in 1993. The transition
obligation for accrued benefits was $11.5 million and is being amortized over
a 20-year period.

Outlook
There are some indications that the construction markets the Company serves
have stabilized and will be recovering in 1994. Increasing the Company's
market share domestically, expanding export opportunities, focusing on the
new and replacement roof market, and accelerating the growth of wood frame
building systems appear to be the greatest areas of potential growth in 1994
for the Company. Order backlog totaled $140 million at year-end, compared
with $117 million a year ago (excluding the Walker Division backlog) or an
increase of 19.7%.
Page 14

<PAGE>

Independent Auditors' Report

To the Board of Directors
Butler Manufacturing Company:

We have audited the consolidated balance sheets of Butler Manufacturing
Company and subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of operations and retained earnings and cash flows
for each of the years in the three-year period ended December 31, 1993. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Butler
Manufacturing Company and subsidiaries at December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1993 in conformity with generally
accepted accounting principles.

As discussed in the Notes to Consolidated Financial Statements, in 1993 the
Company adopted the provisions of Statements of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions" and No. 109, "Accounting for Income Taxes."

/s/ KPMG Peat Marwick

Kansas City, Missouri
February 4, 1994
Page 15

<PAGE>

<TABLE>
Consolidated Balance Sheets

<CAPTION>
(Thousands of dollars)
At December 31 1993 1992
-------- --------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 14,853 $ 7,699
Receivables:
Trade 61,508 53,863
Other 1,182 6,505
-------- --------
62,690 60,368
Less allowance for
possible losses 1,088 1,163
-------- --------
Net receivables 61,602 59,205
Inventories 37,426 38,727
Real estate developments
in progress 2,987 -
Deferred tax assets 7,216 6,448
Other current assets 4,182 3,346
-------- --------
Total current assets 128,266 115,425
-------- --------

Investments and other assets 22,106 16,717
Assets held for sale 13,587 15,805

Property, plant, and equipment,
at cost:
Land 2,501 2,821
Buildings 44,715 48,321
Machinery, tools, and
equipment 98,527 109,084
Office furniture and fixtures 23,549 24,381

Transportation equipment 1,992 3,097
-------- --------
171,284 187,704
Less accumulated depreciation 129,756 139,841
-------- --------
Net property, plant,
and equipment 41,528 47,863
-------- --------
$205,487 $195,810
======== ========

See Accompanying Notes to Consolidated Financial Statements
Page 16

<PAGE>

<CAPTION>
At December 31 1993 1992
-------- --------
<S> <C> <C>
Liabilities & Shareholders' Equity
Current liabilities:
Notes payable to banks $ 1,556 $ 2,214
Current maturities of
long-term debt 11,368 1,482
Accounts payable 41,777 39,737
Accrued taxes and other expenses 23,052 17,230
Accrued payroll and pension
expense 5,732 6,092
Billings in excess of costs and
estimated earnings 4,791 2,973
Taxes on income 9,918 1,411
-------- --------
Total current liabilities 98,194 71,139
-------- --------

Deferred tax liabilities 4,601 5,494

Other noncurrent liabilities 10,638 11,311

Long-term debt, less current
maturities 30,345 67,315

Shareholders' equity:
Common stock, no par value,
authorized 13,000,000 shares,
issued 6,058,800 shares, at
stated value 12,623 12,623
Foreign currency translation
adjustment 183 62
Retained earnings 86,332 69,711
-------- --------
99,138 82,396
Less cost of common stock in
treasury, 1,336,484 shares
in 1993 and 1,493,762 shares
in 1992 37,429 41,845
-------- --------
Total shareholders' equity 61,709 40,551
-------- --------

Commitments and contingencies
$205,487 $195,810
======== ========

</TABLE>
Page 17

<PAGE>

<TABLE>
Consolidated Statements of Operations and Retained Earnings

<CAPTION>
(Thousands of dollars, except per share amounts)

Years ended December 31 1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Net sales $575,847 $500,177 $460,828
Cost of sales 479,312 417,583 388,396
-------- -------- --------
Gross profit 96,535 82,594 72,432
Selling, general, and
administrative expenses 80,603 72,165 71,738
Restructuring charge - - 4,600
-------- -------- --------
Operating income (loss) 15,932 10,429 (3,906)

Other income (expense):
International joint
venture income (loss) 1,314 (1,789) 7
Interest and finance
charges earned 660 592 837
Sundry, net (1,525) (819) (2,785)
Gain on sale of Walker
Division 18,000 - -
-------- -------- --------
18,449 (2,016) (1,941)
-------- -------- --------
Operating and other
income (loss) 34,381 8,413 (5,847)

Interest expense 4,622 5,966 7,836
-------- -------- --------
Pretax earnings (loss) 29,759 2,447 (13,683)
Income taxes (benefit) 11,661 1,368 (1,729)
-------- -------- --------
Net earnings (loss) 18,098 1,079 (11,954)

Retained earnings at begin-
ning of year, as restated 69,711 68,783 80,970
-------- -------- --------
87,809 69,862 69,016
Net change in retained
earnings due to treasury
stock transactions (1,477) (151) (233)
-------- -------- --------
Retained earnings at end
of year $ 86,332 $ 69,711 $ 68,783
======== ======== ========

Earnings (loss) per common
share $3.84 $0.25 $(2.62)
======== ======== ========

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 18

<PAGE>

<TABLE>
Consolidated Statements of Cash Flows

<CAPTION>
(thousands of dollars)
Years ended December 31 1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 18,098 $ 1,079 $(11,954)
Adjustments to reconcile net
earnings (loss) to net cash
provided by operating activities:
Depreciation and amortization 9,605 10,155 11,777
Net gain from sale of business (10,705) - -
Equity in (earnings) loss of
international joint ventures (890) (1,446) 625
Deferred tax liabilities (893) (537) (1,761)
Change in assets and liabilities,
net of sale or purchase of
new businesses:
Receivables (9,166) 260 5,637
Inventories (4,242) (3,693) 5,998
Real estate developments in
progress (2,987) - 8,936
Deferred tax assets 1,511 880 (1,864)
Other current assets (968) (577) (873)
Current liabilities excluding
short-term debt 9,927 (3,211) (10,006)
-------- -------- --------
Net cash provided by
operating activities 9,290 2,910 6,515
-------- -------- --------
Cash flows from investing activities:
Capital expenditures (6,460) (5,026) (5,737)
Cash received (expended) on sale
(purchase) of business 34,600 - (4,045)
Net change in other noncurrent
assets (6,704) 3,597 3,155
Common stock dividend and preferred
stock redemption from international
joint ventures 1,440 - 900
-------- -------- --------
Net cash provided (used) by
investing activities 22,876 (1,429) (5,727)
-------- -------- --------
Cash flows from financing activities,
net of sale or purchase of businesses:
Proceeds from issuance of
long-term debt 906 1,344 625
Net change in long-term debt (37,681) (1,885) (3,678)
Net change in short-term debt 9,376 (9,382) 1,869
Sale and issuance of treasury stock 4,568 280 452
Purchase of treasury stock (152) (6) -
Net change in other noncurrent
liabilities (2,150) 7,953 (4,897)
-------- -------- --------
Net cash used by
financing activities (25,133) (1,696) (5,629)
-------- -------- --------
Effect of exchange rate changes 121 1,725 484
-------- -------- --------
Net change in cash and
cash equivalents 7,154 1,510 (4,357)
Cash and cash equivalents at
beginning of year 7,699 6,189 10,546
-------- -------- --------
Cash and cash equivalents
at end of year $ 14,853 $ 7,699 $ 6,189
======== ======== ========

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 19

<PAGE>
Notes to Consolidated Financial Statements
Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include all subsidiaries which are more
than 50% owned. Corporations in which the Company has stock ownership of at
least 20% but not over 50% are accounted for using the equity method. All
significant intercompany profits, account balances, and transactions are
eliminated in consolidation.

Cash and Cash Equivalents
Cash and cash equivalents are defined as all demand deposits and overnight
investments.

Inventories
Inventories are valued at the lower of cost or market. The last-in, first-out
(LIFO) method of determining cost is used for substantially all domestic
inventories. If the first-in, first-out method had been used for all
locations, inventories would have been $7.3 million, $9.7 million, and $10.7
million higher than those reported at December 31, 1993, 1992, and 1991,
respectively.

The use of the LIFO method increased net earnings by $.3 million ($.05 per
share) in 1993, $.6 million ($.13 per share) in 1992, and $1.6 million ($.36
per share) in 1991. Included in these amounts are the effects of decreased
inventory levels at certain divisions, causing results of operations to be
charged with prior years' inventory costs. These costs were lower than
current year costs. The effect of the decreased inventory levels had no
effect on net earnings in 1993, and increased net earnings in 1992 by $.4
million ($.09 per share), and in 1991 by $1.3 million ($.27 per share).

<TABLE>
Inventories by Component
<CAPTION>
(Thousands of dollars) 1993 1992
------- -------
<S> <C> <C>
Raw materials $25,309 $20,922
Work in process 3,766 3,594
Finished goods 15,670 23,931
------- -------
44,745 48,447
LIFO reserve (7,319) (9,720)
------- -------
$37,426 $38,727
======= =======
</TABLE>

Property, Plant, and Equipment
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets. Expenditures for maintenance and repairs are
charged to expense as incurred. Upon sale or retirement of assets, the cost
and the accumulated depreciation amounts are removed from the accounts.

Research and Development Costs
Costs incurred in the creation and start-up of new products or changes of
existing products are charged to expense as incurred. The Company incurred
$2.3 million of research and development costs in 1993, $1.9 million in 1992,
and $2.3 million in 1991.

Stock Option Plans
No charges are made to earnings in accounting for stock options granted
because all options are granted at fair market value. However, compensation
expense is recognized on stock appreciation rights which accompany certain
outstanding options. The amounts received when options are exercised are
recorded in the treasury stock account. If the amounts received when options
are exercised are different than the carrying value of treasury stock issued,
the difference is recorded in retained earnings.

Deferred Charges
Costs related to the development of major computer programs expected to
reduce costs in future periods have been capitalized, are included in
"Investments and other assets" in the consolidated balance sheets ($3 million
and $2.2 million at December 31, 1993 and 1992, respectively), and are being
amortized on a straight-line basis over periods not exceeding ten years. In
1989 debt origination and issuance costs related to the Company's Bank Loan
were capitalized. In 1993 the remaining balance of $2.3 million was charged
to expense due to a substantial repayment of the Bank Loan.

Earnings (Loss) Per Share
Earnings (loss) per common share are based upon the average common and common
equivalent shares outstanding during each year. Employee stock options are
the Company's only common stock equivalents; there are no other potentially
dilutive securities. Earnings (loss) per common share were based on
4,715,993, 4,569,288, and 4,568,582 common equivalent shares for the years
1993, 1992, and 1991, respectively.

Foreign Currency Translation
The value of the U.S. dollar fluctuates on foreign currency exchanges which
creates exchange gains or losses on the Company's international investments.

These investments and the related equity earnings (loss) are translated into
U.S. dollars at year-end and average exchange rates, respectively. The gains
or losses that result from translation are shown in the shareholders' equity
section of the consolidated balance sheets. Foreign currency exchange
transaction gains or losses for 1993, 1992, and 1991 were insignificant.

Construction Contracts
The Company recognizes earnings on construction contracts using the
percentage of completion method based upon the ratio of costs incurred to
total estimated costs of such contracts. Costs and estimated earnings in
excess of billings at December 31, 1993 and 1992 were $.6 million and $.3
million, respectively, and are reflected in the consolidated balance sheets
under the caption "Inventories." Total receivables due under construction
contracts, which are included as trade receivables, were $11.3 million and
$8.6 million at December 31, 1993 and 1992, respectively. Included in the
contract receivables were $2.9 million and $1.8 million at December 31, 1993
and 1992, respectively, for amounts billed but not collected pursuant to
retainage provisions. These amounts are due upon completion of the contracts.

Acquisition of New Businesses
In June, 1991 the Company purchased all of the stock of Butler Building
Systems, Ltd. (BBSL). The business was acquired for $4 million, including
$1.6 million of working capital, $4.4 million of noncurrent assets, $.4
million in
intangibles, and an assumption of $2.4 million in short-term debt. The
results of BBSL have been included in the consolidated results of the Company
since the acquisition date, which added $6.2 million
Page 20

<PAGE>
in net sales and $1.3 million in net losses ($.28 per share) in 1991. If this
business had been acquired on January 1, 1991, net sales and the net loss for
1991 would have increased an additional $6.5 million and $1.3 million,
respectively.

All acquisitions to date have been accounted for as purchases. The excess of
cost over net assets of businesses acquired, which is classified as
"Investments and other assets" in the consolidated balance sheets, is being
amortized over twenty years or less, and at December 31, 1993 was not
material.

Restructuring and Dissolution of Businesses
In December, 1993 the Company sold the business and substantially all of the
assets and liabilities used in the business of the Walker Division to Walker
Systems, Inc., a Delaware corporation and The Wiremold Company, a Connecticut
corporation, for the selling price of $34.6 million in cash and the
assumption of certain liabilities. The net proceeds after taxes were used to
reduce long-term debt by $25 million. The Company recorded a net gain after
taxes of $10.7 million from the sale. Net sales and pretax earnings for the
Walker Division for the years 1993, 1992, and 1991 were $39.9 million and
$4.9 million, $40 million and $4.5 million, and $45.4 million and $3.8
million, respectively.

In March, 1992 the Company recorded a $3.6 million pretax loss resulting from
Canadian Building Systems, Ltd. discontinuing its business due to insolvency.
The Company also recognized a $2.6 million tax benefit relating to the write-
off of this Canadian investment.

In December, 1991 the Company recorded a $4.6 million restructuring charge
related to the consolidation of the Company's Vistawall and Naturalite
architectural products businesses. The one-time charge included the costs of
closing one facility and sharply reducing operations at another. Certain
facilities with a combined net carrying value of $3.3 million and $5.5
million have been presented as "Assets held for sale" in the consolidated
balance sheets at December 31, 1993 and 1992, respectively. During 1993 the
Company as lessor entered into a lease agreement involving $2.2 million of
such facilities. As the lease agreement granted a purchase option, the asset
has been reclassified to "Investments and other assets" at December 31, 1993.
Management believes the recovery of its investments in these assets may take
several years and their ultimate realizable values approximate their carrying
values.

Real Estate Subsidiaries
Butler Real Estate, Inc. (BRE) is a wholly-owned subsidiary providing real
estate development services in cooperation with Butler dealers. In 1993 and
1992, BRE generated net earnings of $.4 million and $.8 million,
respectively, from project related activities.

In a separate activity, BMC Real Estate, Inc. (BMCRE) participates in four
land development ventures. Of these, three are joint ventures in which BMCRE
owns 35% to 50% interests, and accounts for these using the equity method.
The combined borrowings of the joint ventures at December 31, 1993 were $.9
million, of which $.5 million is guaranteed by the Company. The fourth land
development venture is wholly-owned by BMCRE. The development is included in
"Assets held for sale" in the consolidated balance sheets with a net carrying
value of $10.3 million at December 31, 1993 and 1992. Management believes the
recovery of its investment in this property may take several years and that
the ultimate realizable value approximates the carrying value.

International Joint Venture Operations
The Company has interests in two international joint ventures. The ventures,
Saudi Building Systems, Ltd. (30%-owned), and Butler Japan, Inc. (45%-owned),
are involved in the design, manufacture, and marketing of pre-engineered
metal buildings for nonresidential use in their respective markets.

The financial results of the joint ventures are reported using the equity
method of accounting. Total net sales of the joint ventures in 1993, 1992,
and 1991 were $32.2 million, $34.4 million, and $50.6 million, respectively.
The joint ventures' operating results in 1993, 1992, and 1991 were $5.4
million, $6.9 million, and $(1) million, respectively. In 1993 and 1992 total
assets were $21.2 million and $20.8 million, respectively. Total liabilities
for 1993 and 1992 were $6.9 million and $7 million, respectively. The
financial results of the joint ventures for 1991 include the results from
Canadian Building Systems, Ltd., a 50%-owned joint venture which discontinued
its business due to insolvency in early 1992.

The Company received common stock dividends from the international joint
ventures in 1993 and 1991 of $1.4 million and $.9 million, respectively. No
dividends were received in 1992.

Financial Instruments
The Company's financial instruments have fair values which are not materially
different than their carrying values. Short-term investments are carried at
amortized cost because it is the Company's intent to hold the securities to
maturity.

The Company has no significant off-balance sheet risks or concentrations of
credit.

Business Segments
The Company groups its operations into three business segments, Building
Systems, Construction Services, and Other Building Products.

The Building Systems Segment includes the U.S. and foreign building systems
businesses, the Company's international joint venture operations, and real
estate subsidiaries. These business units supply steel and wood frame pre-
engineered building systems for a wide variety of commercial, community,
industrial, and agricultural applications.

The Construction Services Segment provides comprehensive design and
construction planning, execution, and management services for major
purchasers of construction. Projects are usually executed in conjunction with
the dealer representatives of other Butler divisions.

The Other Building Products Segment includes the operations of the Vistawall,
Walker, and Grain Systems divisions. These businesses design, manufacture,
and market architecturally ori-
Page 21

<PAGE>
ented component systems for nonresidential construction, including aluminum
curtain wall, storefront entrances and doors, skylights, roof accessories,
and electrical distribution systems, in addition to the design, manufacture,
and sale of commercial and on-farm grain storage to independent Agri-
Contractor and Agri-Builder dealer organizations. On December 6, 1993 the
Company sold the Walker Division. The results of its operations to that date
are included in the tables that follow.

<TABLE>
Net sales
<CAPTION>
(Thousands of dollars) 1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Building Systems $367,028 $318,656 $267,149
Construction Services 93,350 66,912 66,709
Other Building Products 140,807 137,879 144,391
Intersegment eliminations (25,338) (23,270) (17,421)
-------- -------- --------
$575,847 $500,177 $460,828
======== ======== ========
</TABLE>

Net sales represent revenues from sales to affiliated and unaffiliated
customers before elimination of intersegment sales which are separately
disclosed. Intersegment eliminations are primarily sales from the Building
Systems and Other Building Products segments to Construction Services.

<TABLE>
Export sales by domestic operations
<CAPTION>
(Thousands of dollars) 1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
North & South America $34,467 $28,269 $11,701
Far East 14,441 5,993 3,227
Other 21,553 19,938 9,984
------- ------- -------
$70,461 $54,200 $24,912
======= ======= =======
</TABLE>

<TABLE>
Pretax earnings (loss)
<CAPTION>
(Thousands of dollars) 1993 1992 1991
------- ------- --------
<S> <C> <C> <C>
Building Systems $ 9,519 $ 4,840 $ (209)
Construction Services 3,304 1,610 2,435
Other Building Products 10,014 7,425 (3,340)
Corporate (6,456) (5,462) (4,733)
Interest expense (4,622) (5,966) (7,836)
------- ------- --------
$11,759 $ 2,447 $(13,683)
======= ======= ========
</TABLE>

Pretax earnings in 1993 excludes the $18 million gain on the sale of the
Walker Division. Pretax earnings (loss) in 1992 includes $3.6 million in
Building Systems to write-off the Company's Canadian investment and in 1991 a
$4.6 million restructuring charge in Other Building Products.

<TABLE>
Assets
<CAPTION>
(Thousands of dollars) 1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Building Systems $107,873 $ 97,349 $ 86,348
Construction Services 12,105 9,377 9,612
Other Building Products 35,076 46,617 58,081
Corporate 50,433 42,467 44,348
-------- -------- --------
$205,487 $195,810 $198,389
======== ======== ========
</TABLE>

Assets represent both tangible and intangible assets used by the segments.
Corporate assets represent cash and cash equivalents, assets held for sale,
corporate equipment, and miscellaneous other assets which are not related to
a specific business segment.

<TABLE>
Capital expenditures
<CAPTION>
(Thousands of dollars) 1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Building Systems $4,931 $3,712 $2,317
Construction Services 290 103 148
Other Building Products 1,160 1,141 3,167
Corporate 79 70 105
------ ------ ------
$6,460 $5,026 $5,737
====== ====== ======
</TABLE>

Capital expenditures exclude property, plant, and equipment acquired through
acquisition of new businesses.

<TABLE>
Depreciation
<CAPTION>
(Thousands of dollars) 1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Building Systems $4,610 $4,747 $5,227
Construction Services 224 235 199
Other Building Products 2,761 3,299 4,383
Corporate 80 73 100
------ ------ ------
$7,675 $8,354 $9,909
====== ====== ======
</TABLE>

Taxes on Income
Effective January 1, 1993 the Company adopted SFAS No. 109, "Accounting for
Income Taxes." Under this standard, deferred income tax expense or benefit
arises from differences between financial reporting and tax reporting of
assets and liabilities, which most often result from the differences in
timing of income and expense recognition. Differences between financial
reporting and tax bases also arise due to business acquisition activity as
tax laws can result in significant differences in values assigned to assets
and liabilities. Previously recorded deferred tax assets and liabilities are
adjusted for any changes in enacted tax rates. Under the previous method,
deferred income tax expense or benefit generally arose only from timing
differences, and previously recorded deferred tax assets and liabilities were
not adjusted to reflect changes in enacted tax rates.

The Company elected to restate prior years' financial statements which
resulted in a noncash charge reducing retained earnings on January 1, 1991 by
$1.4 million to $80.9 million from $82.3 million. This represents the
recording of deferred tax liabilities related to basis differences of assets
acquired in prior years and the effects of adjusting previously recorded
deferred tax assets and liabilities for the impact of lower U.S. tax rates
provided for by the Tax Reform Act of 1986. The impact of the restatement was
immaterial to net earnings (loss) for 1992 and 1991.
Page 22

<PAGE>

The components of the provision for income taxes (benefits) are shown in
Table A. The provision for income taxes (benefits) were $11.7 million, $1.4
million, and $(1.7) million for 1993, 1992, and 1991, respectively. Cash
payments for income taxes were $4.1 million, $1.1 million, and $1.1 million
in 1993, 1992, and 1991, respectively. The foreign components of pretax
earnings (loss) were $.6 million, $(2.7) million, and $(2.3) million in 1993,
1992, and 1991, respectively. A reconciliation of the statutory federal
income tax and the income tax expense (benefit) is shown in Table B.

<TABLE>
Table A: Components of Income Taxes

<CAPTION>
(Thousands of dollars) 1993 1992 1991
------- ------ -------
<S> <C> <C> <C>
Current:
Federal $11,821 $ 543 $ (303)
Foreign - - (36)
State and local 2,146 85 -

Deferred:
Allowances for realization of
assets and restructuring of
business (918) 667 868
Accelerated depreciation (718) (473) (800)
Difference in basis in inventory 74 350 105
Operating expenses (931) 119 (1,170)
International joint venture
income (loss) (182) 539 (109)
Effect of discontinuing Canadian
Building Systems, Ltd. - (468) -
Other 369 6 (284)
------- ------ -------
Total income tax
expense (benefit) $11,661 $1,368 $(1,729)
======= ====== =======
</TABLE>

<TABLE>
Table B: Reconciliation of Income Tax Expense (Benefit)

<CAPTION>
(Thousands of dollars) 1993 1992 1991
------- ------ -------
<S> <C> <C> <C>
Expected income tax
expense (benefit) $10,416 $ 832 $(4,652)
State and local income tax,
net of federal benefits 1,395 56 -
Nondeductible operating losses
of foreign subsidiaries 204 919 777
Restructuring charges - - 1,007
Effect of discontinuing Canadian
Building Systems, Ltd. - (998) -
Difference in basis of assets - 346 478
Other (354) 213 661
------- ------ -------
Actual income tax
expense (benefit) $11,661 $1,368 $(1,729)
======= ====== =======
</TABLE>

Detail of deferred tax assets and liabilities as of December 31, 1993, 1992,
and 1991 is shown in Table C.

<TABLE>
Table C: Deferred Tax Assets and Liabilities

<CAPTION>
(Thousands of dollars) 1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Current deferred tax assets:
Operating expenses $4,037 $3,355 $3,221
Difference in inventory 575 649 1,000
Restructuring reserves 2,326 1,407 1,972
Other 278 1,037 1,135
------ ------ ------
Net current deferred
tax assets $7,216 $6,448 $7,328
====== ====== ======

<CAPTION>
(Thousands of dollars) 1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Noncurrent deferred tax
assets (liabilities):
Depreciation $(6,415) $(7,132) $(7,973)
Operating expenses 3,399 3,282 3,505
Minority investments (1,151) (1,334) (832)
Foreign net operating
loss carryforward 1,600 1,396 450
Other (434) (310) (731)
------- ------- -------
Noncurrent deferred
tax liabilities (3,001) (4,098) (5,581)
Valuation allowance (1,600) (1,396) (450)
------- ------- -------
Net noncurrent deferred
tax liabilities $(4,601) $(5,494) $(6,031)
======= ======= =======
</TABLE>

The valuation allowance offsets the deferred tax asset relating to the
foreign net operating loss carryforwards. Depending on future profitability,
the carryforwards may be realized in later years. The valuation allowance
increased $.2 million relating to 1993 foreign operating losses.

The Company has sufficient taxable income in the three year carryback period
to support the recognition of its deferred tax assets.

The Company and its domestic subsidiaries file a consolidated federal income
tax return. The Company's consolidated federal income tax returns have been
examined by the Internal Revenue Service and settled through 1990.
Page 23

<PAGE>

Employee Benefit Plans
Retirement Plans
The Company provides retirement benefits for substantially all employees,
either through a defined benefit plan, the defined contribution Employee
Stock Ownership Plan (ESOP), or a combination of both types of plans. The
Company bases pension contributions on funding standards established by the
Employee Retirement Income Security Act of 1974.

The majority of the Company's salaried and nonunion hourly employees are
covered by both defined benefit plans and the ESOP. These plans are linked as
to retirement benefits, and benefits are based on the employees' highest five
consecutive years' compensation. The Company's bargaining unit employees are
covered by defined benefit retirement plans. Benefits are based upon the
number of years of service.

<TABLE>
Table D: Funded Status and Accrued Pension Cost
<CAPTION>
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
(Thousands of dollars) Benefits Assets Benefits Assets
------- ------- ------- -------
<S> <C> <C> <C> <C>
Actuarial present value of
benefit obligations:
Vested benefit obligation $20,481 $11,927 $21,125 $10,611
======= ======= ======= =======
Accumulated benefit obligation $20,532 $12,043 $22,623 $10,794
======= ======= ======= =======
Projected benefit obligation $20,541 $19,991 $22,629 $15,991
Plan assets at fair value 23,371 11,324 26,278 7,477
------- ------- ------- -------
Projected benefit obligation
(greater than)/less than
plan assets 2,830 (8,667) 3,649 (8,514)
Unrecognized net (gain)/loss (682) 8,117 (1,450) 5,360
Unrecognized net transition
(asset)/liability (1,354) 2,813 (1,644) 3,518
Adjustment required to
recognize minimum liability - (3,057) - (2,550)
------- ------- ------- -------
Prepaid (accrued) pension cost $ 794 $ (794) $ 555 $(2,186)
======= ======= ======= =======
</TABLE>

<TABLE>
Table E: Components of Net Periodic Pension Cost
<CAPTION>
(Thousands of dollars) 1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Service cost - benefits earned
during the period $1,299 $ 911 $ 26
Interest cost on the
projected benefit obligation 3,140 3,061 2,927
Actual return on assets -
(gain)/loss (3,488) (3,391) (5,611)
Net amortization and deferral 1,377 1,547 3,940
------ ------ ------
Net periodic pension cost $2,328 $2,128 $1,282
====== ====== ======

Assumptions used in determining
net periodic pension cost and
all benefit obligations were:
Expected long-term rate of
return on assets 8.5% 8.5% 9.0%
Discount rate 7.5% 8.5% 8.5%
Long-term rate of increase
in compensation levels 5.5% 5.5% 5.5%
</TABLE>

The funded status and accrued pension cost at December 31, 1993 and 1992 for
the defined benefit plans are presented in Table D. While the market value of
the ESOP assets is not included in the amounts in Table D, the effect of the
ESOP offset has been recognized in the accumulated and projected benefit
obligations. At December 31, 1993 and 1992 an intangible asset of $3.1
million and $2.6 million, respectively, was recorded as "Investments and
other assets" in the consolidated balance sheets, as an offset to the
adjustment required to recognize the minimum liability. Assets held by the
defined benefit plans are generally debt instruments of the U.S. Government
and debt and equity securities issued by domestic corporations. The net
periodic pension cost of these plans in 1993, 1992, and 1991 is presented in
Table E.

As a consequence of the sale of the Walker Division, the Company transferred
to the buyer all of the assets and liabilities of the defined benefit plan
for bargaining unit employees of that location. In addition, a plan
curtailment occurred involving the other employees of that business. The net
loss associated with the curtailment was immaterial, and was netted against
the gain on sale.

At the end of 1993 the Company reduced the defined benefit
Page 24

<PAGE>
plans' discount rate to 7.5%. The reduction is expected to increase
1994 pension expense by approximately $.6 million.

The ESOP assets are composed of the Company's common stock, and fixed income
securities which are primarily debt instruments of the U.S. Government. At
December 31, 1993 and 1992, the ESOP had net assets of $46.9 million and
$33.8 million, respectively, and held 815,384 shares and 863,748 shares,
respectively, of Company stock. The Company expensed $.4 million for ESOP
contributions in 1993, 1992, and 1991, respectively. Contributions of Company
stock included in the expense amounts were 8,000 shares in 1991.

Other Benefit Plans
The Company sponsors the Butler Employees Savings Trust, a savings plan under
section 401(k) of the Internal Revenue Code. All salaried and nonunion hourly
employees are eligible to participate in this Plan. Under its terms the
Company will match 25% of the first 6% of employees' contributions to the
Plan, given that certain Company profitability levels are attained. In 1993
and 1992 the Company reached the defined profitability goals and accordingly
expensed $.6 million in each year as a matching contribution to the Plan.

Postretirement Benefits
The Company currently provides certain health care and life insurance
benefits for retired employees and their dependents. Substantially all of the
Company's employees become eligible for these benefits if they reach
retirement age while still working for the Company and have at least ten
years of service. The Company's contribution for these benefits will fix
amounts per participant based on 1993 cost. Election of health care and life
insurance benefit coverage for retirees and dependents is optional, and
requires contributions by the retiree for this coverage. The Company has
reserved the right to change or terminate all employee benefits, including
postretirement benefits.

Effective January 1, 1993 the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions." This standard
requires companies to accrue for estimated future postretirement benefit cost
during the year that employees perform services and earn the benefits. The
Company has previously recognized retiree health and benefits expense when
paid. As such, the transition obligation in adopting the standard equals the
accumulated postretirement benefit obligation. As of January 1, 1993 the
accumulated postretirement benefit obligation was $11.5 million, which the
Company has elected to amortize over a 20 year period beginning in 1993. The
Company's sale of the Walker Division had the effect of reducing the
unrecognized transition obligation by $1.3 million in 1993.

<TABLE>
Table F: Accumulated Postretirement Benefit Obligation
<CAPTION>
(Thousands of dollars) 1993
------
<S> <C>
Retirees $7,037
Active participants fully
eligible to retire 2,925
Other active participants 2,063
------
12,025
Unrecognized net loss for
changes in assumptions (1,961)
Remaining accumulated postretirement
benefit obligation (9,576)
------
Accrued postretirement benefit cost $ 488
======
</TABLE>

In 1992 the Company made several plan changes which are incorporated in the
actuarial computation of its accumulated postretirement benefit obligation
and net periodic cost. Net periodic cost in 1993 was $1.6 million compared
with pay-as-you-go cost of $1.7 million in 1992 and $1.5 million in 1991.

<TABLE>
Table G: Net Periodic Postretirement Benefit Costs
<CAPTION>
(Thousands of dollars) 1993
------
<S> <C>
Service cost, benefits attributed to
employee service during the year $ 160
Interest cost on accumulated post-
retirement benefit obligation 911
Amortization of accumulated post-
retirement benefit obligation 574
Deferred loss (83)
------
$1,562
======
</TABLE>

The Company has revised its original weighted average discount rate
assumption used in determining the accumulated postretirement benefit
obligation to 7.5% at December 31, 1993 from 8.5% at January 1, 1993. The
health care cost trend rate used in the actuarial computation is 12% for
1994, and increases 1% per year through 1997 to a maximum of 15%; thereafter
the rate declines 1% per year through the year 2001. The Company's costs are
limited to a fixed dollar amount per capita in future years not to exceed
175% of 1993 costs. A 1% increase in the health care cost trend rate would
increase the accumulated postretirement benefit obligation by less than $.2
million, with an immaterial effect on net periodic cost.
Page 25

<PAGE>
Debt, Leases, and Commitments
<TABLE>
Long-Term Debt Net of Current Maturities
<CAPTION>
(Thousands of dollars) 1993 1992
------- -------
<S> <C> <C>
Bank Loan (A) $22,650 $57,650
Industrial Revenue Bonds (B) 4,540 4,780
Other debt 3,155 4,885
------- -------
$30,345 $67,315
======= =======
</TABLE>

(A) The Bank Loan carries a variable interest rate based on prime or LIBOR
rates. As of December 31, 1993 the effective interest rate was 4.9% as
compared to 5.7% as of December 31, 1992. The Bank Loan requires semiannual
payments of the loan principal beginning in December, 1993 and continuing
through 1996. In addition, the Bank Loan requires certain annual prepayments
of principal based upon the Company's excess cash flow, as defined.

Substantially all of the Company's assets have been pledged for the Bank
Loan. In addition, the Bank Loan contains certain limitations on the payment
of cash dividends, purchase of Company stock, capital expenditures, and
additional borrowings, as well as covenants related to the maintenance of
certain financial ratios. As of December 31, 1993 the Company was in
compliance with all covenants of the Bank Loan.

(B) The Company's Industrial Revenue Bond obligations bear interest at stated
rates of 7.75% that mature in 1996, and 13% that mature in 2001. The weighted
average interest rate on the combined bond issues was 12% for 1993 and 11.8%
for 1992. The bond issues are secured by the related facility constructed or
are guaranteed by the Company.

Total principal payments due on all debt in each of the five years subsequent
to December 31, 1993 are $11.4 million in 1994, $22.7 million in 1995, $3.3
million in 1996, $.3 million in 1997, and $4 million thereafter. Cash
payments for interest on long-term debt were $4.1 million, $4.9 million, and
$6.6 million in 1993, 1992, and 1991, respectively.

Short-Term Borrowings
During 1993 and 1992 the Company borrowed to meet working capital needs and
other requirements. At December 31, 1993 the Company and its subsidiaries had
short-term credit facilities at several banks totaling $49.2 million, with
$27 million limited to Butler Real Estate, Inc. (BRE) and approximately $2.2
million limited to Butler Building Systems, Ltd. (BBSL).

BRE's credit line is reviewed annually and is limited to real estate
developments which are pledged as security for the credit facility. There
were no borrowings against this line in 1993.

The credit line for BBSL was approximately $2.2 million at year end exchange
rates and is secured by the assets of the business. Borrowings outstanding at
December 31, 1993 were $1.6 million.

Leases
Rental expense under operating leases was $5.6 million, $5.5 million, and
$5.4 million in 1993, 1992, and 1991, respectively. Minimum rental
commitments under noncancelable operating leases are $2.8 million in 1994,
$2.2 million in 1995, $1.9 million in 1996, $1.6 million in 1997, and $1.7
million in 1998.

Commitments
As a service to its independent dealers, the Company assists in obtaining
performance bonds on certain construction contracts in the ordinary course of
business. An irrevocable letter of credit is generally required for a portion
of the contract amount to reduce the possible liability of the Company. At
December 31, 1993 such performance bonds exceeded the related letters of
credit by $3.3 million. The contracts are in various stages of completion and
management believes that there will be no liability to the Company.

Stock Incentive Plans
Stock options are presently outstanding under the Stock Incentive Plans of
1979 and 1987. The 1987 Plan covering 979,210 shares was approved on April
21, 1987 and it terminated the 1979 Plan except for outstanding qualified and
nonstatutory stock options and stock appreciation rights.

Options are granted at a price equal to the fair market value of Butler stock
at the date of grant for terms of up to ten years. At December 31, 1993,
577,755 shares under option were exercisable and 21,882 shares were available
for grant. Table H presents a summary of stock option activity for the three
years ended December 31, 1993.

<TABLE>
Table H: Summary of Stock Option Activity
<CAPTION>
Number Option
Options of Shares Price Range
- ------- ------- ------------
<S> <C> <C>
Unexercised at 12-31-90 854,671 $12.71-21.41
Granted 67,424 11.75-15.63
Exercised (8,145) 14.37-17.27
Terminated (82,190) 11.75-17.27
-------
Unexercised at 12-31-91 831,760 11.75-21.41

Granted 10,000 12.00
Exercised (9,955) 11.75-12.91
Terminated (22,876) 13.75-17.27
-------
Unexercised at 12-31-92 808,929 11.75-21.41

Granted 19,000 15.50
Exercised (162,950) 11.75-21.41
Terminated (3,998) 13.75-16.75
-------
Unexercised at 12-31-93 660,981 $11.75-18.65
=======
</TABLE>
Page 26

<PAGE>

<TABLE>
Treasury Stock Activity
<CAPTION>
(Thousands of dollars) 1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Common stock held in treasury:
Balance January 1 $41,845 $42,119 $42,571
Purchases 152 6 -
Sales (4,568) (280) (228)
Net contribution to
employee benefit plans - - (224)
------- ------- -------
Balance December 31 $37,429 $41,845 $42,119
======= ======= =======
</TABLE>

Purchases of treasury stock were made in 1993 and 1992 of 5,783 and 420
common shares, respectively. Sales of treasury stock were 163,061, 9,955, and
8,145 common shares in 1993, 1992, and 1991, respectively. During 1991 the
Company contributed 8,000 treasury shares to the Employee Stock Ownership
Plan. The fair market value of the shares contributed was less than the
carrying cost of the treasury shares, resulting in a charge to retained
earnings and paid-in capital.

<TABLE>
Quarterly Financial Information (Unaudited)
<CAPTION>
(Thousands of dollars except per share amounts)
1993 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales $110,708 $144,784 $163,910 $156,445 $575,847
Gross profit 17,253 25,303 29,258 24,721 96,535
Net earnings (loss) (1,212) 2,400 4,141 12,769 18,098
Net earnings (loss)
per common share (.27) .51 .87 2.63 3.84

<CAPTION>
1992 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Total
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales $97,753 $120,859 $146,766 $134,799 $500,177
Gross profit 13,158 18,934 26,050 24,452 82,594
Net earnings (loss) (3,303) 115 2,689 1,578 1,079
Net earnings (loss)
per common share (.72) .03 .59 .35 .25
</TABLE>

During 1993 the Company sold its Walker Division and used the net cash
proceeds to pay down long-term debt. Had the Walker operations been excluded
from consolidated net earnings, and the interest expense savings from the
debt pay down been included, the quarterly effect on net earnings for 1993
would be a decrease of $.3 million, $.6 million, $.9 million, and $.4 million
for the first, second, third, and fourth quarters, respectively, totaling
$2.2 million for the year. Earnings per share would decrease $.06 per share,
$.13 per share, $.19 per share, and $.09 per share for the first, second,
third, and fourth quarters, respectively, totaling $.47 per share for the
year. The quarterly effect on net earnings for 1992 would be a decrease of
$.1 million, $.5 million, $.6 million, and $.6 million for the first, second,
third, and fourth quarters, respectively, totaling $1.8 million for the year.
Earnings per share would decrease $.02 per share, $.11 per share, $.13 per
share, and $.12 per share for the first, second, third, and fourth quarters,
respectively, totaling $.38 per share for the year.

<TABLE>
Price Range of Common Stock (Unaudited)
The Company's common stock is traded in the Over-the-Counter Market. The
table below summarizes the high and low closing prices as reported on the
NASDAQ National Market System.

<CAPTION>
1993 1992
---- ----
Quarter High Low High Low
- --------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
First $20 $13 1/2 $14 1/2 $11
Second 19 3/4 18 1/2 14 11 1/2
Third 30 1/4 19 12 1/2 11
Fourth 30 3/4 24 1/4 15 1/4 11
</TABLE>
Page 27

<PAGE>

<TABLE>
Historical Review 1993-1989
<CAPTION>
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income Statement Data
Net sales $575,847 $500,177 $460,828 $564,459 $580,255
Net earnings (loss) 18,098 1,079 (11,954) 8,177 8,255
As a percent of sales 3.1% 0.2% (2.6%) 1.4% 1.4%
As a percent of
average shareholders'
equity 35.4% 2.8% (27.6%) 18.2% 10.0%

Per share of common stock:
Net earnings (loss) 3.84 0.25 (2.62) 1.81 1.81
Cash dividends
declared, per common
share - - - - 20.70
Cash dividends paid,

per common share _ _ _ _ 21.05

- ----------------------------------------------------------------------------
Financial Position at Year-End
Assets
Current assets 128,266 115,425 110,785 128,264 140,979
Property, plant, and
equipment, net 41,528 47,863 54,407 62,669 65,056
Total assets 205,487 195,810 198,389 221,691 237,046

Working capital
Net working capital 30,072 44,286 27,053 40,474 63,573
Ratio of current
assets to current
liabilities 1.3 1.6 1.3 1.5 1.8

Financial structure
Long-term debt, less
current maturities 30,345 67,315 67,856 70,909 105,007
Total debt 41,713 68,797 69,612 76,166 110,132
Shareholders' equity 61,709 40,551 37,624 48,875 40,790
Per common share,
year-end 13.07 8.88 8.26 10.77 8.97
Total debt as a
percent of total
capital 40.3% 62.9% 64.9% 60.9% 73.0%

- ----------------------------------------------------------------------------
General Statistics
Depreciation 7,675 8,354 9,909 10,574 10,638
Capital expenditures 6,460 5,026 5,737 8,017 9,134
Common shares out-
standing, average 4,716 4,569 4,569 4,536 4,559
Common shares out-
standing, year-end 4,722 4,565 4,556 4,539 4,546
Common shareholders,
year-end 2,562 2,725 2,754 2,876 3,081
Number of employees,
year-end 3,064 3,169 3,040 3,444 3,644

<FN>

1. Amounts in thousands, except per share amounts for common stock and
number of employees.
2. The 1993 net earnings include an after-tax gain on the sale of the
Walker Division of $10.7 million or $2.27 per share.
3. The 1991 and 1989 net earnings include after-tax restructuring charges
of $4 million and $4.3 million, respectively.
4. Amounts for 1989 through 1992 have been restated for the adoption of
SFAS No. 109, "Accounting for Income Taxes."

Page 28
</TABLE>
[/DOCUMENT]

</DOCUMENT

<PAGE> 1
EXHIBIT 24.0
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Richard O. Ballentine and John Huey, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation in each, for him/her and in his/her name, place and
stead, to sign any or all reports (including reports on Form 10-K, Form 3, Form
4, Form 5, Schedule 13-D, Schedule 13-G, and Form 144), and any amendments
thereto, required or permitted to be filed by him under the Securities and
Exchange Act of 1934, or the Securities Act of 1933, with respect to beneficial
ownership of, and transactions in, equity securities of BUTLER MANUFACTURING
COMPANY, a Delaware corporation (the "Company"), and with respect to other
matters relating to the Company, and to file the same, with all documents
required or permitted to be filed in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

DATED: JANUARY 18, 1994 /S/ HAROLD G. BERNTHAL
-----------------------------
HAROLD G. BERNTHAL

DATED: JANUARY 17, 1994 /S/ ROBERT E. COOK
-----------------------------
ROBERT E. COOK

DATED: JANUARY 18, 1994 /S/ ROBERT L. GEDDES
-----------------------------
ROBERT L. GEDDES

DATED: JANUARY 15, 1994 /S/ ALAN M. HALLENE
-----------------------------
ALAN M. HALLENE

DATED: JANUARY 12, 1994 /S/ C.L. WILLIAM HAW
-----------------------------
C.L. WILLIAM HAW

DATED: JANUARY 14, 1994 /S/ GEORGE E. POWELL, JR.
-----------------------------
GEORGE E. POWELL, JR.

DATED: JANUARY 17, 1994 /S/ DONALD H. PRATT
-----------------------------
DONALD H. PRATT

DATED: JANUARY 13, 1994 /S/ JUDITH A. ROGALA
-----------------------------
JUDITH A. ROGALA

DATED: JANUARY 12, 1994 /S/ ROBERT H. WEST
-----------------------------
ROBERT H. WEST