Exhibit 4(a)


 AMENDMENT NO. 1 TO THE 1993 NON-QUALIFIED STOCK OPTION PLAN II


     The 1993 Non-Qualified Stock Option Plan II is hereby amended to
increase the number of shares authorized by 3,500,000 shares, making the
total number of authorized shares 5,000,000, and the expiration date is
changed to December 31, 2010, as of this 2nd day of November, 1997.

                                      BUTLER NATIONAL CORPORATION

                                      By:/S/Clark D. Stewart
                                      President and Chief Executive Officer