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, 1998
-------------

{ } 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 30, 1998, 6,443,543 shares of the registrant's common stock, par
value $.001 per share, were outstanding.

PART I - FINANCIAL INFORMATION

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

(A) Consolidated Balance Sheets - June 30, 1998 (Unaudited) and December 31,
1997

(B) Consolidated Statements of Operations (Unaudited) - quarter ended June 30,
1998 and quarter ended June 30, 1997

(D) Consolidated Statements of Cash Flows (Unaudited) - six months ended June
30, 1998 and six months ended June 30, 1997

(E) Notes to Consolidated Financial Statements (Unaudited)

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

June 30, December 31,
1998 1997
---------- -------------
(Unaudited)

ASSETS
- ------
Current assets:
Cash $ 615 $ 914
Accounts receivable, net 65,517 54,827
Inventories 1,700 2,196
Other current assets 4,664 4,687
-------- --------
Total current assets 72,496 62,624

Property and equipment, net 16,111 15,613
Other assets and deferred charges 2,211 1,907
Excess cost over net assets of
businesses acquired, net 40,773 24,572
-------- --------

Total assets $131,591 $104,716
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 37,116 $ 28,153
Current portion of long-term debt 1,576 920
-------- --------
Total current liabilities 38,692 29,073
-------- --------

Revolving credit facility 21,183 20,985
Other long-term debt 18,929 6,517
Other long-term liabilities 3,584 3,052

Stockholders' equity:
Preferred stock: par value $.001 per share,
authorized 5,000,000: Series B 7% Cumulative
Convertible, authorized 3,500,000; issued
2,911,818 in 1998 and 2,814,133 in 1997
(Aggregate liquidation preference $2,912
in 1998 and $2,814 in 1997) 3 3
Common stock: par value $.001 per share,
authorized 83,333,333; issued 6,443,543
at June 30, 1998 and 6,380,023 at
December 31, 1997 6 6
Additional paid-in capital 94,948 94,710
Accumulated deficit (45,726) (49,566)
Cumulative foreign currency translation
adjustment (28) (64)
-------- ------------

Total stockholders' equity 49,203 45,089
-------- ------------

Total liabilities and stockholders' equity $131,591 $104,716
======== ========

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,
----------------------

1998 1997
---- -----

Net sales $112,948 $108,419
Cost of sales 91,986 91,862
-------- --------

Gross margin 20,962 16,557

Depreciation and amortization 1,011 668
Selling, general and administrative expenses 14,994 12,756
-------- --------
Operating income 4,957 3,133

Interest expense (1,070) (1,118)
-------- --------

Income before income taxes 3,887 2,015

Income taxes 1,178 212
-------- --------

Net income $ 2,709 $ 1,803
======== ========

Net income per share:
Basic $ .41 $ .29
Diluted $ .35 $ .24

Average number of common shares and dilutive
common share equivalents outstanding:
Basic 6,443 6,156
Diluted 7,833 7,462

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,
-------------------------

1998 1997
-------- --------

Net sales $219,671 $213,116
Cost of sales 180,501 180,975
-------- --------

Gross margin 39,170 32,141

Depreciation and amortization 1,832 1,339
Selling, general and administrative expenses 29,625 25,523
-------- --------

Operating income 7,713 5,279

Interest expense (2,063) (2,319)
-------- --------

Income before income taxes 5,650 2,960

Income taxes 1,712 316
-------- --------

Net income $ 3,938 $ 2,644
======== ========

Net income per share:
Basic $ .60 $ .41
Diluted $ .51 $ .35

Average number of common shares and dilutive
common share equivalents outstanding:
Basic 6,432 6,156
Diluted 7,797 7,468

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,
-------------------------

1998 1997
-------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,938 $ 2,644
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and excess purchase
price amortization 1,831 1,339
Amortization of deferred financing 24 98
Foreign currency translation 36 (70)
(Increase) decrease in assets,
increase (decrease) in liabilities:
Accounts receivable (10,690) (4,411)
Inventories 496 (75)
Other current assets 23 (836)
Other assets (328) (277)
Current liabilities 8,976 9,652
Other long-term liabilities 532 (2,900)
-------- -------

Net cash provided by operating activities 4,838 5,164
-------- -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - net (1,589) (491)
Cost of businesses acquired (16,941) (341)
Expenses paid in conjunction with
discontinued operations (14) (67)
-------- -------

Net cash used in investing activities (18,544) (899)
-------- -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) under
financing agreements 13,266 (3,415)
Net proceeds from the issuance of
common stock 141 84
-------- -------

Net cash provided by (used in)
financing activities 13,407 (3,331)
-------- -------

Net (decrease) increase in cash (299) 934

Cash at beginning of period 914 229
-------- -------

Cash at end of period $ 615 $ 1,163
======== =======

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, 1998 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, 1997.

NOTE 2 - EARNINGS PER SHARE:

As required, in the fourth quarter of 1997, the Company adopted the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share". The standard specifies the computation, presentation and disclosure
requirements for 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 June 30, Six months ended June 30,
---------------------- -------------------------
1998 1997 1998 1997
-------- ------- ------- --------

Basic Earnings per Share:
- ------------------------
Income available to common
Shareholders $2,660 $1,758 $3,840 $2,553
------ ------ ------ ------
Weighted average common shares
outstanding 6,443 6,156 6,432 6,156
------ ------ ------ ------
Basic earnings per common share $ .41 $ .29 $ .60 $ .41
====== ====== ====== ======

Diluted Earnings per Share:
- ---------------------------
Income available to common
Shareholders assuming conversio
of preferred stock $2,709 $1,803 $3,938 $2,644
------ ------ ------ ------
Weighted average common shares
outstanding 6,443 6,156 6,432 6,156
Common stock equivalents 560 531 535 537
Assumed conversion of preferred
stock 830 775 830 775
------ ------ ------ ------
Total weighted average common
shares 7,833 7,462 7,797 7,468
------ ------ ------ ------
Diluted earnings per common share $ .35 $ .24 $ .51 $ .35
====== ====== ====== ======

NOTE 3 - COMMON STOCK:

During the first six months of 1998, the Company issued 65,666 shares of common
stock upon the exercise of common stock options and warrants and retired 2,146
shares of common stock.

NOTE 4 - 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 5 - ACQUISITIONS:

On March 3, 1998, the Company acquired the operations of Argos Adriatic
Corporation ("Argos"), a Silicon Valley information technology ("IT") company
headquartered in Fremont, CA. The purchase price includes $5.1 million paid in
cash ($4.1 million charged against the Company's acquisition line and $1.0
million against the revolving credit facility), plus a contingent payout to be
paid over three years based on the future earnings of Argos in excess of certain
annual thresholds. Argos provides a variety of IT support services to a wide
range of clients in Northern California, and generates approximately $10 million
in annual revenues. Argos currently has a staff of approximately 90 full-time
employees. Argos' President and its Chief Operating Officer will continue to
manage the business.

On April 1, 1998, the Company acquired the operations of Norwood Computer
Services, Inc. ("Norwood") an IT services company headquartered in Hicksville,
NY. The purchase price includes $8.4 million paid in cash ($6.7 million drawn
down on the acquisition line and $1.7 charged to the revolving credit facility),
plus a contingent payout to be paid over three years based on the future
earnings of Norwood in excess of certain annual thresholds. Norwood has been
serving a wide range of mid-sized and Fortune 500 companies in the New York
metropolitan area since 1978 and currently generates approximately $17 million
in annual revenues through a staff of approximately 120 consultants.

On June 2, 1998, the Company's Telecommunication Services operation acquired WCC
Telephone Services, Inc. ("WCC") a California based telecommunications services
company. WCC specializes in central office services for customers such as
Pacific Bell and Northern Telecom. It currently generates annual sales of
approximately $2 million. This business will be blended with the existing
Butler Telecom business in Southern California. The purchase price includes
$1.9 million paid in cash ($1.5 million drawn down on the acquisition line and
$0.4 million charged to the revolving credit facility), plus a contingent payout
based on the earnings of WCC for the next year.

Also, on June 2, 1998, the Company's Technology Solutions operation acquired
certain assets of the Reston, VA branch operations of Automated Concepts, Inc.
This business currently has annual sales volume of approximately $3 million.
Its customer base includes MCI, Amtrak and Bell Atlantic. Employees and
consultants of this operations will be merged with the existing Butler office in
McLean, VA. The purchase price was $550,000 of which $440,000 was drawn down on
the acquisition line and $110,000 was charged to the revolving credit facility.

On July 1, 1998, the Company acquired Data Performance, Inc. ("DPI") a Chicago
area IT services business. The transaction will be recorded using the purchase
method of accounting. The purchase price was $10.3 million ($8.2 charged to the
acquisition line and $2.1 charged against the revolving credit facility). DPI
has provided a variety of IT support services to a wide range of customers in
the Chicago marketplace for the past eleven years. Its offerings include
contract programming, software consulting, IT staffing and Year 2000 project
work. DPI currently generates approximately $10 million in annual revenues
through its staff of 80 consultants. This acquisition is not included in the
financial statements as of June 30, 1998.

On August 5, 1998, the Company completed the acquisition of ISL International,
Inc. ("ISL"), an IT services company headquartered in Iselin, NJ. The
transaction will be recorded using the purchase method of accounting. The
purchase price includes $7.4 million paid in cash ($5.9 charged was drawn down
on acquisition line and $1.5 charged to the revolving credit facility), plus a
multi-year contingent payout based on the future earnings of ISL. ISL has
provided services to a wide range of companies in the metropolitan New York area
since 1978. It currently generates approximately $20 million in annual revenues
through a staff of approximately 150 consultants. This acquisition is not
included in the financial statements as of June 30, 1998.

In connection with these 1998 acquisitions, the Company acquired substantially
all of the operating assets and assumed certain liabilities of the acquired
businesses. Excess cost over net assets of businesses acquired has been
recorded as goodwill and is being amortized over forty years. Sales included in
the Company's financial statements from the businesses acquired for the second
quarter and six months ended June 30, 1998 were $7.6 million and $8.4 million,
respectively.

Pro forma results for the Company, assuming the above acquisitions had been made
at the beginning of each period presented, would not be materially different
from the results reported.

NOTE 6 - RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:

In June of 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
130, "Reporting Comprehensive Income", which requires comprehensive income to be
included in the financial statements for fiscal years beginning December 15,
1997 and SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information", which requires disclosures of certain information about operating
segments and about products and services, the geographic areas in which a
company operates, and their major customers. The Company has adopted both
standards in 1998. Comprehensive income is defined as total change in
stockholders equity during the 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 adjustment, which
was an increase of $1,000 and $21,000 for the quarters ended June 30, 1998 and
1997, respectively and an increase of $36,000 and a decrease of $70,000 for the
six months ended June 30, 1998 and 1997, respectively. Total comprehensive
income was $2,710,000 and $1,824,000 for the three months ended June 30, 1998
and 1997, respectively, and $3,974,000 and $2,574,000 for the six months ended
June 30, 1998 and 1997, respectively. As required by SFAS 131, the Company will
begin reporting under the standard in the 1998 annual report.

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

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

Net income for the second quarter of 1998 increased by 50% to $2.7 million, up
from $1.8 million reported in the second quarter of 1997. Diluted earnings per
share were $.35 in 1998, compared with $.24 in the 1997 second quarter,
reflecting an increase of 46%. Revenues for the 1998 quarter were $112.9
million, compared with $108.4 million recorded in the second quarter of 1997.

Improved business mix and increased volume were the driving forces of the
increased earnings. Gross margins in the second quarter of 1998 were 18.6%
versus 15.3% last year. Significant growth in the Technology Solutions
operation contributed strongly to the quarter-on-quarter improvement, due to the
higher margins of this business. The Company also benefited from improved
margins in its Telecommunications Services and Fleet Services operations.

The revenue growth in the quarter continues to be generated by the Company's
high margin Technology Solutions unit, whose sales grew by 130%. This growth
was the result of increased volume provided by recent acquisitions, as well as
strong internal growth. During the second quarter, all business units, with the
exception of the Contract Technical Services ("CTS") operation, experienced an
increase in volume over the prior year. The Company's lower margin CTS business
decreased as had been expected, with revenues declining by 16% from last year.

For the six months ended June 30, 1998, net income increased by 48.9% to $3.9
million from $2.6 million in 1997. Diluted earnings per share for the period
were $.51, a 45.7% increase over the $.35 recorded in the first six months of
1997. This improvement was primarily due to higher margins. Gross margins in
the 1998 period were 17.8% compared with 15.1% in the comparable period in 1997.

Revenues for the year to date period ended June 30, 1998 were $219.7 million, up
from the $213.1 million recorded in the same period of 1997. Significant growth
in the Company's Technology Solutions business was largely offset by a 13%
decrease in the lower margin CTS operation. Consistent with the results of the
current quarter, all business units, except CTS, registered an increase in
volume over last year.

As part of the Company's initiative to expand its higher margin businesses, the
following acquisitions were completed in 1998.

On March 3, 1998, the Company acquired the operations of Argos Adriatic
Corporation ("Argos"), a Silicon Valley information technology ("IT") company
headquartered in Fremont, CA. Argos provides a variety of IT support services
to a wide range of clients in Northern California, and generates approximately
$10 million in annual revenues. Its service offerings include software
consulting, project management and software related training. Argos' value to
its customers is enhanced by its expertise in the offshore recruiting of
experienced IT professionals. Argos currently has a staff of approximately 90
full-time employees.

On April 1, 1998, the Company acquired the operations of Norwood Computer
Services, Inc. ("Norwood") an IT services company headquartered in Hicksville,
NY. Norwood has been serving a wide range of mid-sized and Fortune 500
companies in the New York metropolitan area since 1978 and currently generates
approximately $17 million in annual revenues through a staff of approximately
120 consultants. Its service offerings include IT staffing as well as software
and application consulting. The Company will now have four key branch locations
serving this market.

On June 2, 1998, the Company acquired WCC Telephone Services, Inc. ("WCC") a
California based telecommunications services company. WCC specializes in
central

office services for customers such as Pacific Bell and Northern Telecom.
It currently generates annual sales of approximately $2 million. This business
will be blended with the existing Butler Telecom business in Southern
California.

Also on June 2, 1998, the Company's Technology Solutions operation acquired
certain assets of the Reston, VA branch operations of Automated Concepts, Inc.
This business currently has annual sales volume of approximately $3 million.
Its customer base includes MCI, Amtrak and Bell Atlantic. Employees and
consultants of this operations will be merged with the existing Butler office in
McLean, VA.

On July 1, 1998, the Company acquired Data Performance, Inc. ("DPI") a Chicago
area IT services business. DPI has provided a variety of IT support services to
a wide range of customers in the Chicago marketplace for the past eleven years.
Its offerings include contract programming, software consulting, IT staffing and
Year 2000 project work. DPI currently generates approximately $10 million in
annual revenues through its staff of 80 consultants.

These acquisitions are expected to be accretive to earnings in 1998.

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.
As of June 30, 1998, $21.2 million was outstanding under the credit facility,
with an additional $5.5 million used to collateralize letters of credit and
$12.6 million was outstanding on the acquisition line. Proceeds from the credit
facility are used by the Company to finance its internal business growth,
working capital, capital expenditures and acquisitions.

The Company's revolving credit facility with General Electric Capital
Corporation ("GECC") provides up to $50.0 million in loans, including $9.0
million for letters of credit. The interest rate in effect at the end of the
second quarter of 1998 was 185 basis points above the 30 day commercial paper
rate. Interest reductions are available based upon the Company achieving
certain financial results. The interest rate in effect on June 30, 1998, was
7.35%. As of June 30, 1998, $21.2 million was outstanding under the credit
facility, and an additional $5.5 million was used to collateralize letters of
credit. The Company has guaranteed all obligations incurred or created under
the credit facility. The Company is required to comply with certain affirmative
and financial covenants. The Company is in compliance with the aforementioned
covenants.

In addition to the revolving credit facility, the Company has a $25.0 million
acquisition line of credit with GECC which bears interest at 300 basis points
above the 30 day commercial paper rate. The interest rate in effect on June 30,
1998, was 8.53%. The outstanding balance of the acquisition line at June 30,
1998, was $12.6 million. The total cost of business acquired during the first
six months of 1998 was $16.9 million, of which $12.6 million was drawn against
the acquisition line. On July 1, 1998, an additional $8.2 million was drawn down
on the acquisition line for the DPI acquisition (see Note 5 of the consolidated
financial statements).

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

In November 1997, the Company closed on a 7 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 variable interest rate on these loans is one
month Libor plus 225 basis points. The Company entered into an interest rate
swap agreement with its mortgage holder. The Company makes monthly interest
payments at the fixed rates of 8.6% and 8.42% on the $6.4 million and $375,000
loans, respectively. The Company receives payments based upon the one month
Libor plus 225 basis points. The net gain or loss from the exchange of interest
rate payments is included in interest expense.

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.

PART II - OTHER INFORMATION

Item

1. Legal Proceedings - None

2. Changes in Securities - 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 7, 1998, a quorum, consisting of
approximately 90% 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 Nikhil S. Nagaswami was re-elected as a
Fifth Class Director. Edward M. Kopko, John F. Hegarty, Frederick H.
Kopko, Jr. and Hugh G. McBreen continue to serve as directors. Proposal
#2 To amend the 1992 Stock Option Plan, 1992 Incentive Stock Option
Plan, and the 1992 Stock Bonus Plan. Proposal #3 To amend the 1992
Stock Option Plan for Non-Employee Directors.

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

Proposal #1 8,001,830 270,213

FOR AGAINST ABSTAIN
---------- --------- ---------

Proposal #2 6,868,072 1,363,773 21,581
Proposal #3 7,110,936 1,118,113 24,377

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 13, 1998 By: /s/ Edward M. Kopko
--------------------------------
Edward M. Kopko
Chairman and Chief Executive
Officer

August 13, 1998 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 Articles Supplementary to the Articles of Incorporation of the
Registrant's 7 1/2% Senior Cumulative Convertible Preferred
Stock, filed as Exhibit No. 4.1 to Form 10-Q for the period ended
September 27, 1992, and hereby incorporated by reference.

4.3 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 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.

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

E-1

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

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.

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

E-2

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

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 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 Credit Agreement dated as of May 31, 1994 between Butler Service
Group, Inc. and General Electric Credit Corporation, filed as
Exhibit 10.41 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.

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

E-3

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

10.33(a) First Amendment Agreement, dated December 14, 1994 among Butler
Service Group, Inc., the Company, Butler Service Group Canada,
Ltd., and General Electric Capital Corporation, filed as Exhibit
10.42(a) to the 1994 10-K, and hereby incorporated by reference.

10.33(b) Second Amendment Agreement, dated March 21, 1995 and effective as
of December 14, 1994, among Butler Service Group, Inc., the
Company, Butler Service Group Canada, Ltd., and General Electric
Capital Corporation, filed as Exhibit 10.42(b) to the 1994 10-K,
and hereby incorporated by reference.

10.33(c) Third Amendment Agreement, dated May 15, 1995 and effective as of
March 31, 1995, among Butler Service Group, Inc., the Company,
Butler Service Group Canada, Ltd., and General Electric Capital
Corporation, filed as Exhibit 10.42(c) to Form 10-Q for the
period ended September 30, 1995, and hereby incorporated by
reference.

10.33(d) Fourth Amendment Agreement, dated August 3, 1995 and effective as
of June 1, 1995, among Butler Service Group, Inc., the Company,
Butler Service Group Canada, Ltd., and General Electric Capital
Corporation, filed as Exhibit 10.42(d) to Form 10-Q for the
period ended September 30, 1995, and hereby incorporated by
reference.

10.33(e) Fifth Amendment Agreement, dated October 4, 1995 and effective as
of September 30, 1995, among Butler Service Group, Inc., the
Company, Butler Service Group Canada, Ltd., and General Electric
Capital Corporation, filed as Exhibit 10.42(e) to Form 10-Q for
the period ended September 30, 1995, and hereby incorporated by
reference.

10.33(f) Sixth Amendment Agreement, dated November 3, 1995 and effective
as of September 30, 1995, among Butler Service Group, Inc., the
Company, Butler Service Group Canada, Ltd., and General Electric
Capital Corporation, filed as Exhibit 10.39(f) to the 1995 10-K,
and hereby incorporated by reference.

10.33(g) Seventh Amendment Agreement, dated December 6, 1995 and effective
as of November 30, 1995, among Butler Service Group, Inc., the
Company, Butler Service Group Canada, Ltd., and General Electric
Capital Corporation, filed as Exhibit 10.39(g) to the 1995 10-K,
and hereby incorporated by reference.

10.33(h) Eighth Amendment Agreement, dated March 26, 1996 and effective as
of December 31, 1995, among Butler Service Group, Inc., the
Company, Butler Service Group Canada, Ltd., and General Electric
Capital Corporation, filed as Exhibit 10.39(h) to the 1995 10-K,
and hereby incorporated by reference.

10.33(i) Ninth Amendment Agreement, dated May 1, 1996, among Butler
Service Group, Inc., the Company, Butler Service Group Canada,
Ltd., and General Electric Capital Corporation, filed as Exhibit
10.38(i) to the 1996 10-K, and hereby incorporated by reference.

10.33(j) Tenth Amendment Agreement, dated June 1, 1996, among Butler
Service Group, Inc., the Company, Butler Service Group Canada,
Ltd., and General Electric Capital Corporation, filed as Exhibit
10.38(j) to the 1996 10-K, and hereby incorporated by reference.

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

E-4

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

10.33(k) Eleventh Amendment Agreement, dated October 31, 1996 and
effective as of September 30, 1996, among Butler Service Group,
Inc., the Company, Butler Service Group Canada, Ltd., and General
Electric Capital Corporation, filed as Exhibit 10.38(k) to the
1996 10-K, and hereby incorporated by reference.

10.34* 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 1994 10-K, and hereby
incorporated by reference.

10.35* Employment Agreement dated April 18, 1995 between Butler
International, Inc., and Harley R. Ferguson, filed as Exhibit
10.42 to the 1995 10-K, and hereby incorporated by reference.

10.36* 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.

10.37* 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.

10.38 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 1997 10-K, and hereby
incorporated by reference.

10.39 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.

10.40 Asset Purchase Agreement, dated August 11, 1997, between Butler
Telecom, Inc. and Jack W. Shoemaker, filed as Exhibit 10.40 to
the 1997 10-K, and hereby incorporated by reference.

10.41 Asset Purchase Agreement, dated February 28, 1998 by and between
Butler Telcom, Inc., Argos Adriatic Corporation, Shashi Mahendru
and Vinod Wadhawan, filed as Exhibit 10.41 to the 1997 10-K, and
hereby incorporated by reference.

10.42 Asset Purchase Agreement, dated March 17, 1998, by and between
Butler Telecom, Inc., Norwood Computer Services Inc., Vassilis
Chaimanis and Henry Piscitelli, filed as Exhibit 10.42 to the
1997 10-K, and hereby incorporated by reference.

10.43 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 herewith as Exhibit 10.43

10.44 Acquisition Agreement, dated May 27, 1998, between Butler
Telecom, Inc. and Automated Concepts, Inc. filed herewith as
Exhibit 10.44.

10.45 Stock Purchase Agreement, dated June 30, 1998, by and among
Butler Telecom, Inc., Prem Advani, Sharon K. Advani, and Prem
Advani 1997 Charitable Remainder Trust filed herewith as Exhibit
10.45.

E-5

10.46 Asset Purchase Agreement, dated July 26, 1998, by and between
Butler Telecom, Inc., ISL International, Inc. and Meryvn Haft,
filed herewith as Exhibit 10.46.

27 Financial Data Schedule.

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

E-6