UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000
----------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number 0-14951
-------

BUTLER INTERNATIONAL, INC.
--------------------------
(Exact name of registrant as specified in its charter)

MARYLAND 06-1154321
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

110 Summit Avenue, Montvale, New Jersey 07645
----------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (201) 573-8000
--------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X . No _____.
-----

As of July 11, 2000, 9,296,887 shares of the registrant's common stock, par
value $.001 per share, were outstanding and 660,688 shares were in treasury.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
--------------------

(A) Consolidated Balance Sheets - June 30, 2000 (Unaudited) and December 31,
1999

(B) Consolidated Statements of Operations (Unaudited) - quarter ended June 30,
2000 and quarter ended June 30, 1999

(C) Consolidated Statements of Operations (Unaudited) - six months ended June
30, 2000 and six months ended June 30, 1999

(C) Consolidated Statements of Cash Flows (Unaudited) - six months ended June
30, 2000 and six months ended June 30, 1999

(D) Notes to Consolidated Financial Statements (Unaudited)

BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(in thousands except share data)

June 30, December 31,
2000 1999
-------- -----------
(Unaudited)
ASSETS
- ------
Current assets:

Cash $ 462 $ 1,067
Accounts receivable, net 71,458 68,291
Inventories 424 388
Other current assets 6,258 6,689
---------- ------------
Total current assets 78,602 76,435

Property and equipment, net 20,973 19,482
Other assets and deferred charges 4,796 4,417
Excess cost over net assets of
businesses acquired, net 63,656 64,329
---------- ------------

Total assets $ 168,027 $ 164,663
========== ============

LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 21,702 $ 26,158
Current portion of long-term debt 6,367 7,106
---------- -----------
Total current liabilities 28,069 33,264
---------- -----------

Revolving credit facility 44,546 35,491
Other long-term debt 27,871 30,588
Other long-term liabilities 3,509 4,078

Stockholders' equity:
Preferred stock: par value $.001 per share,
authorized 15,000,000: Issued 5,013,451
in 2000 and 4,843,914 in 1999 of Series B
7% Cumulative Convertible (Aggregate
liquidation preference $5,013 in 2000 and
$4,844 in 1999) 5 5
Common stock: par value $.001 per share,
authorized 125,000,000; issued 9,957,575 in
2000 and 9,950,600 in 1999; outstanding
9,296,887 in 2000 and 9,446,467 in 1999 10 10
Additional paid-in capital 96,093 95,903
Accumulated deficit (25,947) (29,643)
Accumulated other comprehensive income (241) (384)
---------- -----------
Sub-total 69,920 65,891
Less - Treasury stock: 660,688 and 504,133
in 2000 and 1999 (5,888) (4,649)
---------- -----------
Total stockholders' equity 64,032 61,242
---------- -----------

Total liabilities and stockholders' equity $ 168,027 $ 164,663
========= ===========

The accompanying notes are an integral part of these consolidated financial
statements.

BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(in thousands except per share data)
(Unaudited)

Quarter Ended June 30,
---------------------------------------------
2000 1999
-------- --------

Net sales $ 106,173 $ 106,664
Cost of sales 82,584 82,350
----------- ----------
Gross margin 23,589 24,314

Depreciation and amortization 1,578 1,294
Selling, general and administrative expenses 17,224 16,521
----------- ----------
Operating income 4,787 6,499
Interest expense (1,560) (1,054)
----------- ----------

Income before income taxes 3,227 5,445

Income taxes 1,136 2,069
----------- ----------

Net income $ 2,091 $ 3,376
=========== ==========

Net income per share:
Basic $ .21 $ .33
Diluted $ .19 $ .29

Average number of common shares and dilutive
common share equivalents outstanding:
Basic 9,388 9,927
Diluted 11,219 11,792

The accompanying notes are an integral part of these consolidated financial
statements.

BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(in thousands except per share data)
(Unaudited)

Six Months Ended June 30,
---------------------------------------
2000 1999
-------- ------

Net sales $ 203,648 $ 212,542
Cost of sales 158,978 166,193
---------- ---------
Gross margin 44,670 46,349

Depreciation and amortization 3,089 2,537
Selling, general and administrative expenses 32,696 33,432
---------- ---------

Operating income 8,885 10,380
Interest expense (2,919) (2,167)
---------- ---------

Income before income taxes 5,966 8,213

Income taxes 2,100 3,121
---------- ---------

Net income $ 3,866 $ 5,092
========== =========
Net income per share:
Basic $ .39 $ .50
Diluted $ .34 $ .43

Average number of common shares and dilutive
common share equivalents outstanding:
Basic 9,419 9,865
Diluted 11,304 11,787

The accompanying notes are an integral part of these consolidated financial
statements.

BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(in thousands)
(Unaudited)

Six Months Ended June 30,
-----------------------------------------------

2000 1999
------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,866 $ 5,092
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and excess purchase
price amortization 3,089 2,537
Amortization of deferred financing 63 77
Foreign currency translation 143 (74)
(Increase) decrease in assets,
increase (decrease) in liabilities:
Accounts receivable (3,167) (4,765)
Inventories (36) (20)
Other current assets 431 (822)
Other assets (442) (1,205)
Current liabilities (4,456) (1,859)
Other long-term liabilities (569) 188
------- -------
Net cash used by operating activities (1,078) (851)
------- -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - net (3,384) (2,653)
Cost of businesses acquired (523) (3,680)
------- -------
Net cash used in investing activities (3,907) (6,333)
------- -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing agreements 5,599 6,769
Net proceeds from the issuance of
common stock 20 388
Purchases of treasury stock (1,239) -
------- -------
Net cash provided by financing activities 4,380 7,157
------- -------

Net decrease in cash (605) (27)

Cash at beginning of period 1,067 910
------- -------

Cash at end of period $ 462 $ 883
======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

BUTLER INTERNATIONAL, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)

NOTE 1 - PRESENTATION:

The consolidated financial statements include the accounts of Butler
International, Inc. ("the Company") and its wholly-owned subsidiaries.
Significant intercompany balances and transactions have been eliminated.
Certain amounts from prior period consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform
with the current period presentation.

The accompanying financial statements are unaudited, but, in the opinion of
management, reflect all adjustments, which include normal recurring accruals,
necessary to present fairly the financial position, results of operations and
cash flows at June 30, 2000, and for all periods presented.

Certain information and footnote disclosures normally included in financial
statements prepared in conformity with generally accepted accounting principles
have been condensed or omitted. Accordingly, this report should be read in
conjunction with the Company's annual report on Form 10-K for the year ended
December 31, 1999.

NOTE 2 - EARNINGS PER SHARE:

The following table presents the computation of basic and diluted earnings per
common share as required by SFAS No. 128 (in thousands, except per share data).

Quarter ended Six Months ended
June 30, June 30,
---------------- ----------------

2000 1999 2000 1999
------- ------- ------- ------
Basic Earnings per Share:
- ------------------------
Income available to common
shareholders $ 2,006 $ 3,298 $ 3,696 $ 4,936
------- ------- ------- -------
Weighted average common shares
outstanding 9,388 9,927 9,419 9,865
------- ------- ------- -------
Basic earnings per common share $ .21 $ .33 $ .39 $ .50
======= ======= ======= =======

Diluted Earnings per Share:
- --------------------------
Income available to common
shareholders assuming conversion
of preferred stock $ 2,091 $ 3,376 $ 3,866 $ 5,092
------- ------- ------- -------
Weighted average common shares
outstanding 9,388 9,927 9,419 9,865
Common stock equivalents 450 576 504 633
Assumed conversion of preferred
stock 1,381 1,289 1,381 1,289
------- ------- ------- -------
Total weighted average common
shares 11,219 11,792 11,304 11,787
------- ------- ------- -------
Diluted earnings per common share $ .19 $ .29 $ .34 $ .43
======= ======= ======= =======

NOTE 3 - COMMON STOCK:

During the six months ended June 30, 2000, the Company received proceeds of
$19,958 from the exercise of 6,975 common stock options.

NOTE 4 - TREASURY STOCK:

During the six months ended June 30, 2000, the Company repurchased 175,451
shares of its common stock in accordance with its stock repurchase program. In
the six month period ended June 30, 2000, 4,108 shares were issued from treasury
in conjunction with the vesting of stock awards that had been granted to certain
employees and 14,788 shares were issued in conjunction with an earn-out payment
for one of the Company's 1998 acquisitions.

NOTE 5 - SEGMENTS:

The Company's services are provided through four business segments: Technology
Solutions, Telecom Services, Fleet Services and the Technical Group. The
Company primarily operates in the United States. However, the Technical Group
does include results from its United Kingdom ("UK") subsidiary. Net sales from
the UK operation were $3.6 million for the second quarter of 2000 and $7.6
million for the six months ended June 30, 2000, as compared to $5.1 million and
$10.1 million for the same periods in 1999. Operating profits from the UK
subsidiary were $185,000 for the second quarter of 2000 and $450,000 for the six
months ended June 30, 2000, versus $275,000 and $536,000 for the same periods in
1999. The following table presents sales and operating profits by segment (in
thousands):

NET SALES: Quarter Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
--------- -------- --------- ---------

Telecom Services $ 32,393 $ 27,245 $ 57,646 $ 49,701
Technology Solutions 25,136 29,238 50,623 59,539
Fleet Services 11,197 11,186 21,988 22,387
Technical Group 37,447 38,995 73,391 80,915
--------- -------- --------- ---------
Consolidated Sales $ 106,173 $ 106,664 $ 203,648 $ 212,542
========= ========= ========= =========

OPERATING PROFITS: 2000 1999 2000 1999
---------- --------- --------- ---------

Telecom Services $ 6,821 $ 5,261 $ 11,224 $ 8,887
Technology Solutions 912 2,244 2,323 4,434
Fleet Services 191 955 937 1,488
Technical Group 3,026 2,933 5,782 5,919
Unallocated amounts (6,163) (4,894) (11,381) (10,348)
---------- --------- --------- --------
Consolidated Profits $ 4,787 $ 6,499 $ 8,885 $ 10,380
========== ========= ========= ========

NOTE 6 - COMPREHENSIVE INCOME:

Comprehensive income is defined as the total change in stockholders' equity
during a period, other than from transactions with shareholders. For the
Company, comprehensive income is comprised of net income and the net change in
cumulative foreign currency translation adjustments, which was an increase of
$182,000 and $143,000 for the quarter and six months ended June 30, 2000,
respectively, and a decrease of $32,000 and $74,000 for the quarter and six
months ended June 30, 1999, respectively. Total comprehensive income was
$2,273,000 and $4,009,000 for the three and six months ended June 30, 2000,
compared to $3,344,000 and $5,018,000 for the three and six months ended June
30, 1999.

NOTE 7 - CONTINGENCIES:

The Company and its subsidiaries are parties to various legal proceedings and
claims incidental to its normal business operations for which no material
liability is expected beyond that which is recorded. While the ultimate
resolution of these matters is not known, management does not expect that the
resolution of such matters

will have a material adverse effect on the Company's financial statements and
results of operations.

NOTE 8 - RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:

In May 1999, the Financial Accounting Standards Board ("FASB") issued SFAS 137
delaying the effective date of SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities". This standard shall now be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The Company is
evaluating the impact, if any, of this standard on its financial reporting.

Item 2. Management's Discussion and Analysis of Results of Operations and
-----------------------------------------------------------------
Financial Condition
- -------------------

RESULTS OF OPERATIONS
- ---------------------

Net income for the second quarter of 2000 was $2.1 million or $.19 per diluted
share, as compared to the $3.4 million or $.29 per diluted shared that was
reported in the same period in 1999. Revenues for the second quarter of 2000
were $106.2 million, down slightly from the $106.7 million reported in 1999.

Increased profitability in the Company's Telecommunication Services and
Technical Group operations were more than offset by lower earnings in the
Technology Solutions and Fleet Services divisions and increased interest
expense. Strong revenue growth in the Telecommunications Services business was
offset by a decline in the Technology Solutions staffing business. Project-
based revenue, however, increased in all groups and now accounts for more than
50% of consolidated sales.

The Telecommunication Services group enjoyed another stellar quarter, which
reflected increased revenues and operating income by 19% and 30%, respectively.
The growth in revenues and income reflects the continued strong demand for the
Company's services as well as its success in meeting customer demand by
developing resources at its Texas training facility. Client requirements
continue to revolve around the building of internet infrastructures as well as
expanding bandwidth.

The Technical Group also recorded increased earnings while gross margins rose
again to 16.4% from 15.1% in the second quarter of 1999. The division has
benefited from its migration towards project-oriented work as contrasted with
staffing. During the quarter, project work increased by 5% over the prior year.
Staffing revenues declined by 6% in the quarter.

The Technology Solutions operation continues to grow its solutions-oriented
project groups. Sales in these operations grew by 34% over the first quarter of
this year. Leading the growth is BlueStorm, the Company's recently announced
networks consulting company. BlueStorm has grown organically to a staff of 102
employees that reflects an annual revenue run-rate of approximately $13 million.
The Technology Solutions business as a whole saw its revenues decline from last
year by 14%, since staffing has not yet recovered from last year's drop-off of
business. Operating profits declined by 59%, reflective of the lower staffing
volume and investments in BlueStorm and other solution-oriented training
initiatives.

Profitability of the Fleet Service business was impacted by start-up costs
associated with new contracts, while revenues were essentially flat. Increased
interest charges reflect the costs of the Company's stock buy-back program as
well as the completion of certain acquisition-related payments and higher
interest rates. To-date, the Company has repurchased more than 800,000 shares
of its common stock.

For the six months ended June 30, 2000, net income was $3.9 million or $.34 per
diluted share, compared with $5.1 million or $.43 per diluted share in the same

period of 1999. Revenues for the period were $203.6 million compared with
$212.5 million in 1999. Increased profits generated by the Telecommunications
Services division were more than offset by decreases in the Technology Solutions
and Fleet Services businesses. Increased interest expense also contributed to
the reduced earnings. Similarly, higher revenue in Telecommunications Services
was more than offset by lower sales in the Technology Solutions, Technical Group
and Fleet Services operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101 which provides guidance on applying generally accepted
accounting principles to selected revenue recognition issues. This SAB does not
amend any of the existing issued accounting guidance but instead interprets and
provides additional guidance in the application of those rules. SAB 101B, which
was issued in June 2000, extends the effective date of SAB 101 until the fourth
fiscal quarter of the fiscal year beginning after December 15, 1999. The
Company is evaluating the impact, if any, of this SAB on its financial
reporting.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The Company's primary sources of funds are generated from operations and
borrowings under its revolving credit facility and acquisition line of credit.
Cash used in operating activities was $1.1 million for the six months ended June
30, 2000, an increase of $227,000 million from 1999. As of June 30, 2000, $44.5
million was outstanding under the credit facility, with an additional $3.6
million used to collateralize letters of credit. As of June 30, 2000, $27.4
million was outstanding on the acquisition line. Proceeds from the credit
facility are used to finance internal business growth, working capital, capital
expenditures, acquisitions and the Company's stock repurchase program.

The Company's credit agreement with General Electric Capital Corporation
("GECC") provides for a revolving credit facility for loans up to $50.0 million,
including $9.0 million for letters of credit and an additional acquisition
facility for up to $35.0 million. The interest rate on the revolving credit
facility at the end of the second quarter of 2000 was 100 basis points above the
30-day commercial paper rate, or 7.57%. Interest reductions are available based
upon the Company achieving certain financial results. The acquisition facility
bears interest at 250 basis points above the 30 day commercial paper rate. The
interest rate in effect on June 30, 2000, was 9.07%. The Company has guaranteed
all obligations incurred or created under the credit agreement. The Company is
in compliance with the required affirmative and financial covenants.

The GECC credit facility excludes the U.K operation, which has its own
(Pounds)1.5 million facility. As of June 30, 2000, (Pounds)619,000 was
outstanding under the U.K. facility.

The Company has a seven year mortgage for its corporate office facility. The
mortgage consists of a $6.4 million loan that is repayable based upon a 15 year
amortization schedule and a $375,000 loan that is repayable based on a 4 year
schedule. The Company entered into an interest rate swap agreement with its
mortgage holder. The Company makes monthly interest payments at the fixed rates
of 8.1% and 7.92% on the $6.4 million and $375,000 loans, respectively. The
Company receives payments based upon the one month Libor plus 175 basis points.
The net gain or loss from the exchange of interest rate payments is included in
interest expense.

The Company believes that its operating cash flow and credit facilities will
provide sufficient liquidity for at least the next twelve months.

Information contained in this Management's Discussion and Analysis of Results of
Operations and Financial Condition, other than historical information, may be
considered forward-looking in nature. As such, it is based upon certain
assumptions and is subject to various risks and uncertainties, which may not be
controllable by the Company. To the extent that these assumptions prove to be
incorrect, or should

any of these risks or uncertainties materialize, the actual results may vary
materially from those which were anticipated.

Item 3. Quantitative and Qualitative Disclosure about Market Risk
---------------------------------------------------------

The Company entered into an interest rate swap agreement with its mortgage
holder. The Company makes monthly interest payments at the fixed rates of 8.1%
and 7.92% on the $6.4 million and $375,000 loans, respectively. The Company
receives payments based upon the one month Libor plus 175 basis points. The net
gain or loss from the exchange of interest rate payments is included in interest
expense. The Company does not anticipate terminating the interest rate swap
agreement prior to its expiration date of November 1, 2004. The Company has no
other derivative financial instruments.

Part II - OTHER INFORMATION

Item

1. Legal Proceedings - None

2. Changes in Securities and use of Proceeds - None

3. Defaults Upon Senior Securities - None

4. Submission of Matters to a Vote of Security Holders - At the Annual
Meeting of Stockholders held on May 11, 2000, a quorum, consisting of
approximately 88% of the Company's common and preferred stock
outstanding and entitled to vote at the meeting, was present in person
or by proxy. At the meeting, the following proposals were approved by
the stockholders: Proposal #1 - Hugh G. McBreen was re-elected as a
First Class Director. Edward M. Kopko, John F. Hegarty, Frederick H.
Kopko, Jr. and Nikhil S. Nagaswami continue to serve as directors.
Proposal #2 - To amend and restate the 1992 Employee Stock Plans.
Proposal #3 - To amend and restate the 1992 Stock Option Plan for Non-
Employee Directors.

FOR WITHHELD
---------- --------

Proposal #1 12,406,793 612,607

FOR AGAINST ABSTAIN
--------- ---------- ---------
Proposal #2 11,967,269 1,022,614 29,517
Proposal #3 11,979,243 1,003,102 37,055

5. Other Information - None

6. Exhibits and Reports on Form 8-K
(a) Exhibit list and exhibits attached
(b) Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

BUTLER INTERNATIONAL, INC.
--------------------------
(Registrant)

August 11, 2000 By: /s/ Edward M. Kopko
--------------------------------
Edward M. Kopko
Chairman and Chief Executive
Officer

August 11, 2000 By: /s/ Michael C. Hellriegel
--------------------------------
Michael C. Hellriegel
Senior Vice President and Chief
Financial Officer

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

3.1 Articles of Incorporation of the Registrant, as amended, filed as
Exhibit No. 3(a) to the Registrant's Registration Statement on
Form S-4, Registration No. 33-10881 (the "S-4"), and hereby
incorporated by reference.

3.2 By-laws of the Registrant, as amended, filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 (the "1997 10-K"), and hereby incorporated by
reference.

4.1 Specimen Stock Certificate for the Registrant's common stock, par
value $.001 per share, filed as Exhibit No. 4.1 to the
Registrant's Registration Statement on Form S-1, Registration No.
33-2479 (the "S-1"), and hereby incorporated by reference.

4.2 Specimen Stock Certificate representing the Registrant's Series B
7% Cumulative Convertible Preferred Stock, par value $.001 per
share, filed as Exhibit No. 4.5 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992 (the "1992
10-K"), and hereby incorporated by reference.

10.1* Incentive Stock Option Plan of the Registrant, as amended, filed
as Exhibit No. 10.1 to the Registrant's Annual Report on Form 10-
K for the year ended December 31, 1990 (the "1990 10-K"), and
hereby incorporated by reference.

10.2* Stock Option Plan of the Registrant, as amended, filed as Exhibit
No. 10.2 to the 1990 10-K, and hereby incorporated by reference.

10.3* 1989 Directors Stock Option Plan of the Registrant, dated
November 1, 1988, as amended, filed as Exhibit 10.18 to the 1990
10-K, and hereby incorporated by reference.

10.4* Stock Purchase Agreement, dated September 19, 1990, between North
American Ventures, Inc. and Edward M. Kopko, filed as Exhibit
10.31 to the 1990 10-K, and hereby incorporated by reference.

10.5* Plan Pledge Agreement, dated September 19, 1990, between North
American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No.
10.32 to the 1990 10-K, and hereby incorporated by reference.

10.6* Plan Promissory Note, dated January 16, 1991, executed by Edward
M. Kopko, and made payable to the order of North American
Ventures, Inc. in the amount of $445,000, filed as Exhibit No.
10.33 to the 1990 10-K, and hereby incorporated by reference.

10.7* Pledge Agreement, dated January 16, 1991, between North American
Ventures, Inc. and Edward M. Kopko, filed as Exhibit No. 10.34 to
the 1990 10-K, and hereby incorporated by reference.

10.8* Promissory Note, dated January 16, 1991, executed by Edward M.
Kopko and made payable to the order of North American Ventures,
Inc. in the amount of $154,999.40, filed as Exhibit No. 10.35 to
the 1990 10-K, and hereby incorporated by reference.

10.9* Form of Plan Pledge Agreement, dated September 19, 1990, between
North American Ventures, Inc. and each of John F. Hegarty, Hugh
G. McBreen, and Frederick H. Kopko, Jr. ("Outside Directors"),
filed

as Exhibit No. 10.36 to the 1990 10-K, and hereby incorporated by
reference.

10.10* Form of Plan Promissory Note, dated September 19, 1990, each
executed by an Outside Director and each made payable to the
order of North American Ventures, Inc. in the amount of $185,000,
filed as Exhibit No. 10.37 to the 1990 10-K, and hereby
incorporated by reference.

10.11* Form of Stock Purchase Agreement, dated November 4, 1988, between
North American Ventures, Inc. and each of the Outside Directors,
filed as Exhibit No. 10.38 to the 1990 10-K, and hereby
incorporated by reference.

10.12* Form of Pledge Agreement, dated January 16, 1991, between North
American Ventures, Inc. and each of the Outside Directors, filed
as Exhibit No. 10.39 to the 1990 10-K, and hereby incorporated by
reference.

10.13* Form of Promissory Note, dated January 16, 1991, executed by each
of the Outside Directors and each payable to the order of North
American Ventures, Inc., in the amount of $63,000, filed as
Exhibit 10.40 to the 1990 10-K, and hereby incorporated by
reference.

10.14* Form of Pledge Agreement, dated January 16, 1991, between North
American Ventures, Inc. and each of the Outside Directors, filed
as Exhibit No. 10.41 to the 1990 10-K, and hereby incorporated by
reference.

10.15* Form of Promissory Note, dated January 16, 1991, executed by each
of the Outside Directors and each made payable to the order of
North American Ventures, Inc. in the amount of $54,000, filed as
Exhibit No. 10.42 to the 1990 10-K, and hereby incorporated by
reference.

10.16* Form of Promissory Note, dated January 16, 1991, executed by each
of the Outside Directors and each payable to the order of North
American Ventures, Inc., in the amount of $225,450, filed as
Exhibit No. 10.43 to the 1990 10-K, and hereby incorporated by
reference.

10.17* Form of Pledge Agreement, dated January 16, 1991, between North
American Ventures, Inc. and each of the Outside Directors, filed
as Exhibit No. 10.44 to the 1990 10-K, and hereby incorporated by
reference.

10.18* Form of Security Agreement, dated January 16, 1991, between North
American Ventures, Inc. and each of the Outside Directors, filed
as Exhibit No. 10.45 to the 1990 10-K, and hereby incorporated by
reference.

10.19* 1990 Employee Stock Purchase Plan of the Registrant, as amended,
filed as Exhibit No. 10.46 to the 1990 10-K, and hereby
incorporated by reference.

10.20* Employment Agreement, dated December 17, 1991, among North
American Ventures, Inc., Butler Service Group, Inc., and Edward
M. Kopko, filed as Exhibit 10.33 to the Registrant's Annual
Report on Form 10-K for the year ended December 29, 1991 (the
"1991 10-K"), and hereby incorporated by reference.

10.21* Stock Purchase Agreement, dated December 17, 1991, between North
American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No.
10.34 to the 1991 10-K, and hereby incorporated by reference.

10.22* Plan Pledge Agreement, dated December 17, 1991, between North
American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No.
10.35 to the 1991 10-K and hereby incorporated by reference.

10.23* Plan Promissory Note, dated December 17, 1991, executed by Edward
M. Kopko, and made payable to the order of North American
Ventures, Inc. in the amount of $84,000, filed as Exhibit No.
10.36 to the 1991 10-K, and hereby incorporated by reference.

10.24* Form of Stock Purchase Agreement, dated December 17, 1991,
between North American Ventures, Inc. and each of the Outside
Directors, filed as Exhibit 10.37 to the 1991 10-K, and hereby
incorporated by reference.

10.25* Form of Plan Pledge Agreement, dated December 17, 1991, between
North American Ventures, Inc. and each of the Outside Directors,
filed as Exhibit 10.38 to the 1991 10-K, and hereby incorporated
by reference.

10.26* Form of Plan Promissory Note, dated December 17, 1991, each
executed by an Outside Director, and each made payable to the
order of North American Ventures, Inc., in the amount of $42,000,
filed as Exhibit No. 10.39 to the 1991 10-K, and hereby
incorporated by reference.

10.27* 1992 Stock Option Plan, filed as Exhibit 10.40 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (the "1992 10-K"), and hereby incorporated by
reference.

10.28* 1992 Incentive Stock Option Plan, filed as Exhibit 10.41 to the
1992 10-K, and hereby incorporated by reference.

10.29* 1992 Stock Bonus Plan, filed as Exhibit No. 10.42 to the 1992
10-K, and hereby incorporated by reference.

10.30* 1992 Stock Option Plan for Non-Employee Directors, filed as
Exhibit 10.43 to the 1992 10-K, and hereby incorporated by
reference.

10.31* Butler Service Group, Inc. Employee Stock Ownership Plan and
Trust Agreement, filed as Exhibit No. 19.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1987
(the "1987 10-K"), and hereby incorporated by reference.

10.32* Employment Agreement dated May 15, 1994 between Butler Fleet
Services, a division of Butler Services, Inc., and James
VonBampus, filed as Exhibit 10.44 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994 (the
"1994 10-K"), and hereby incorporated by reference.

10.33* Employment Agreement dated April 18, 1995 between Butler
International, Inc., and Harley R. Ferguson, filed as Exhibit
10.42 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 (the "1995 10-K"), and hereby
incorporated by reference.

10.34* Form of Promissory Note dated May 3, 1995 in the original
principal amount of $142,500 executed by Frederick H. Kopko, Jr.
and Hugh G.

McBreen, and made payable to the order of Butler International,
Inc., filed as Exhibit 10.43 to the 1995 10-K, and hereby
incorporated by reference.

10.35* Form Pledge Agreement dated May 3, 1995 between Butler
International, Inc. and each of Frederick H. Kopko, Jr. and Hugh
G. McBreen, filed as Exhibit 10.44 to the 1995 10-K, and hereby
incorporated by reference.

10.36 Amended and Restated Credit Agreement, dated November 7, 1997,
between Butler Service Group, Inc. and General Electric Capital
Corporation, filed as Exhibit 10.38 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 (the
"1997 10-K"), and hereby incorporated by reference.

10.37 Credit Agreement, dated November 12, 1997, between Butler of New
Jersey Realty Corp. and Fleet Bank, National Association, filed
as Exhibit 10.39 to the 1997 10-K, and hereby incorporated by
reference.

10.38(a) First Amendment Agreement, dated as of June 26, 1998 among Butler
Service Group, Inc., Butler International, Inc. and General
Electric Corporation, filed as Exhibit 10.38(a) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, (the "1998 10-K"), and hereby incorporated by
reference.

10.38(b) Second Amendment Agreement, dated as of August 31, 1998, among
Butler Service Group, Inc., Butler International, Inc. and
General Electric Capital Corporation, filed as Exhibit 10.38(b)
to the 1998 10-K, and hereby incorporated by reference.

10.38(c) Third Amendment Agreement, dated as of May 27, 1999, among Butler
Service Group, Inc., Butler International, Inc. and General
Electric Capital Corporation, filed as Exhibit 10.38(c) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999 10-K"), and hereby incorporated by
reference.

10.38(d) Fourth Amendment Agreement, dated as of September 24, 1999, among
Butler Service Group, Inc., Butler International, Inc. and
General Electric Capital Corporation, filed as Exhibit 10.38(d)
to the 1999 10-K, and hereby incorporated by reference.

10.38(e) Fifth Amendment Agreement, dated as of October 15, 1999, among
Butler Service Group, Inc., Butler International, Inc. and
General Electric Capital Corporation, filed as Exhibit 10.38(e)
to the 1999 10-K, and hereby incorporated by reference.

10.38(f) Sixth Amendment Agreement, dated as of November 17, 1999, among
Butler Service Group, Inc., Butler International, Inc. and
General Electric Capital Corporation, filed as Exhibit 10.38(f)
to the 1999 10-K, and hereby incorporated by reference.

10.39* Form of Promissory Note dated January 28, 1998 in the original
amount of $168,278.74 executed by Hugh G. McBreen and made
payable to the order of Butler International, Inc., filed as
Exhibit 10.40 to the 1998 10-K, and hereby incorporated by
reference.

10.40* Form Pledge Agreement dated January 28, 1998 between Butler
International, Inc. and Hugh G. McBreen, filed as Exhibit 10.41
to the 1998 10-K, and hereby incorporated by reference.

10.41 Stock Purchase Agreement, dated May 29, 1998, by and among Butler
Telecom, Inc., Tom Cannon, Ted Connolly, Marianne A. Adams, and
Jacqueline Anne Hirst, filed as Exhibit 10.43 to Form 10-Q for
the period ended June 30, 1998, and hereby incorporated by
reference.

10.42 Asset Purchase Agreement, dated July 26, 1998, by and between
Butler Telecom, Inc., ISL International, Inc. and Meryvn Haft,
filed as Exhibit 10.46 to Form 10-Q for the period ended June 30,
1998, and hereby incorporated by reference.

10.43* Form of Promissory Note dated October 13, 1998 in the original
amount of $181,000 executed by Frederick H. Kopko, Jr. and made
payable to Butler International, Inc. filed as Exhibit 10.48 to
the 1998 10-K, and hereby incorporated by reference.

10.44* Form Pledge Agreement dated October 13, 1998 between Butler
International, Inc. and Frederick H. Kopko, Jr., filed as Exhibit
10.49 to the 1998 10-K, and hereby incorporated by reference.

10.45* Form of Promissory Note dated March 2, 1999 in the original
amount of $890,625 executed by Edward M. Kopko and made payable
to Butler International, Inc. filed as Exhibit 10.50 to the 1999
10-K, and hereby incorporated by reference.

10.46* Form Pledge Agreement dated March 2, 1999 between Butler
International, Inc. and Edward M. Kopko, filed as Exhibit 10.51
to the 1999 10-K, and hereby incorporated by reference.

10.47* Form of Promissory Note dated March 2, 1999 in the original
amount of $822,441 executed by Edward M. Kopko and made payable
to Butler International, Inc. filed as Exhibit 10.52 to the 1999
10-K, and hereby incorporated by reference.

27 Financial Data Schedule

* Denotes compensatory plan, compensation arrangement, or management contract.