BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT

NINE MONTHS ENDED

January 31,

2008

2007

(unaudited)

(unaudited)

REVENUES

Aircraft / Modifications

$

6,453,348

$

5,655,338

Avionics / Defense

3,774,502

1,996,512

Management / Professional Services

2,972,513

3,122,950

--------------

--------------

Net Revenues

13,200,363

10,774,800

COST OF SALES

Aircraft / Modifications

5,218,852

4,527,137

Avionics / Defense

2,004,247

1,558,890

Management / Professional Services

1,421,025

1,340,943

--------------

--------------

Total Cost of Sales

8,644,124

7,426,970

--------------

--------------

GROSS PROFIT

4,556,239

3,347,830

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

3,368,516

2,723,420

--------------

--------------

OPERATING INCOME

1,187,723

624,410

OTHER INCOME (EXPENSE)

Interest expense

(450,649)

(401,101)

Other

3,500

34,783

--------------

--------------

Other expense

(447,149)

(366,318)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

740,574

258,092

PROVISION FOR INCOME TAXES

(128,410)

(67,680)

--------------

--------------

NET INCOME

$

612,164

$

190,412

========

========

BASIC EARNINGS PER COMMON SHARE

$

.01

$

.00

========

========

Shares used in per share calculation

53,812,469

53,051,837

========

========

DILUTED EARNINGS PER COMMON SHARE

$

.01

$

.00

========

========

Shares used in per share calculation

53,912,340

53,146,665

========

========

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

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED

January 31,

2008

2007

(unaudited)

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

612,163

$

190,412

Adjustments to reconcile net income (loss) to net cash provided by

(used in) operations -

Depreciation

34,378

116,089

Impairment of assets

90,290

-

Supplemental type certificates amortization

113,483

-

Gain - Loss on disposal of fixed assets

70,220

-

Changes in assets and liabilities:

Accounts receivable

(552,542)

56,621

Contracts in process

(758,002)

(765,965)

Inventories

653,569

493,927

Prepaid expenses and other current assets

(93,766)

11,388

Accounts payable

(50,288)

(272,075)

Customer deposits

500,115

513,000

Accrued liabilities

137,728

58,058

--------------

--------------

Cash provided by (used in) operating activities

757,348

401,455

--------------

--------------

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures - Property, Plant & Equipment

(2,046,830)

(455,391)

--------------

-------------

Cash provided by (used in) investing activities

(2,046,830)

(455,391)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under promissory notes, net

(370,636)

351,622

Borrowings of long-term debt

2,265,507

387,989

Repayments of long-term debt

(1,007,688)

-

--------------

--------------

Cash provided by (used in) financing activities

887,183

739,611

--------------

--------------

NET INCREASE (DECREASE) IN CASH

(402,299)

685,675

CASH, beginning of period

1,789,169

925,577

--------------

--------------

CASH, end of period

$

1,386,870

$

1,611,252

========

========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest paid

$

360,047

$

401,101

Income taxes paid

88,411

47,180

The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2007. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the nine months ended January 31, 2008 are not indicative of the results of operations that may be expected for the year ending April 30, 2008.

Certain reclassifications within the condensed financial statement captions have been made to maintain consistency in presentation between years.

2. Advances for Indian Gaming Developments: We are advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project.

Our advances to the tribes for gaming developments are capitalized. These advances represent costs to be reimbursed upon approval of Indian gaming in several locations. We have agreements in place which require payments of advances to be made to us upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, we plan to enter into a note receivable arrangement with the Tribe to secure reimbursement of advanced funds for that particular project. Reserves have been recorded for advances for the Indian gaming development costs when we are unable to determine whether reimbursement from the Tribes will occur.

We have advanced and invested a total of $4,718,991 in Indian gaming developments. We have reserves of $2,912,440, at January 31, 2008 and April 30, 2007. Based on the information available to us we believe that our advances for Indian gaming developments will be totally reimbursed as casinos are opened. Due to the fact that all of the proposed casinos are involved in legal and governmental actions whose outcome is not certain nor is there any time frame for resolution we believe it is necessary to establish reserves against the advances. The reserve amount is an estimate of the value we would receive if a Tribal casino was not opened and we were forced to liquidate the assets that we have acquired with our advances. The assets are intended to be used with Tribal casinos and consist of the purchase of land, land improvements, professional design fees, and other consulting and legal costs related to the development of Indian gaming facilities. The land purchases are located adjacent to residential developments. We believe that these tracts could be developed and sold for residential and commercial use to recover advances if the gaming enterprises do not open.

3. Entertainment Development: We had land development purchases totaling $1,993,547 and expenses of approximately $535,000 during the nine months ending January 31, 2008. Net borrowings at January 31, 2008 towards the purchase of land were $1,370,837.

4. Earnings Per Share: Earnings per common share are based on the weighted average number of common shares outstanding during the year. Stock options have been considered in the dilutive earnings per share calculation.

5. Research and Development: We invested in research and development activities. The amount invested in the nine months ended January 31, 2008 and 2007 was approximately $3,746,000 and $1,506,000 respectively. We charge to operations research and development costs. The amount charged in the nine months ended January 31, 2008 and 2007 was approximately $1,485,000 and $1,335,000 respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RISK FACTORS

The information set forth below includes "forward-looking" information and is subject to Risk Factors as outlined in the Private Securities Litigation Reform Act of 1995. The Risk Factors listed under Item 1A of our Form 10-K and the Cautionary Statements, filed by us as Exhibit 99 to our Form 10-K, are incorporated herein by reference and you are specifically referred to such Risk Factors and Cautionary Statements for a discussion of factors which could affect our operations and forward-looking statements contained herein.

RESULTS OF OPERATIONS

YEAR TO DATE JANUARY 31, 2008 COMPARED TO YEAR TO DATE JANUARY 31, 2007

Our sales for the nine months ended January 31, 2008 were $13,200,363, an increase of 22.5% from the nine months ended January 31, 2007 with sales of $10,774,800. Our operating profit for the nine months ended January 31, 2008 was $1,187,723, compared to $624,410 for the nine months ended January 31, 2007, an increase of 90%.

Discussion of the specific changes by operation at each business segment follows:

Aircraft Modifications: Sales from Aircraft Modifications including modified aircraft increased 14.1% from $5,655,338 in the first nine months of fiscal year 2007 to $6,453,348 in the current nine months of fiscal 2008. The modifications segment had an operating profit of $743,070 in the nine months ended January 31, 2008, compared to a profit of $665,813 in the nine months ended January 31, 2007. Avcon RVSM sales increased by approximately $297,000. Revenues generated from other modification services increased $501,165 in the nine months ended January 31, 2008.

We believe we will sell and install approximately an additional 25 to 50 Lear 20 & 30 series RVSM kits during the next two years. In addition to the RVSM sales, we expect to experience some increase in our base modification sales. As the economy grows aircraft owners may elect to update, modify, and purchase business aircraft. A shift to business aircraft ownership positively impacts our aircraft modification revenues. Although we cannot anticipate the future we must always consider the negative impact of items such as the 9-11 event, increases in fuel prices and general economic downturns.

Aircraft Acquisitions and Sales: There was no activity in the nine months ended January 31, 2007 or in the nine months ended January 31, 2008. We acquired no aircraft during the nine months ended January 31, 2008. Management expects this business segment to have increased sales in the next year. FAA required modifications to the business aircraft fleet may increase customer demand for company owned aircraft.

Avionics: Sales from Avionics increased 89%, from $1,996,512 in the nine months ended January 31, 2007, to $3,774,502 in the nine months ended January 31, 2008. This increase is directly related to both new sales and recertification of TSD products. Operating profits increased from a loss of $54,550 for the nine months ended January 31, 2007 to a profit of $1,097,930 for the nine months ended January 31, 2008. The increase in operating profit is related to an increase in sales of TSD products. Management expects this business segment to significantly increase in future years due to the addition of new fuel system protection devices like the TSD, GFI, and other classic aviation defense products.

Services - SCADA Systems and Monitoring Services: Revenue decreased from $1,777,651 for the nine months ended January 31, 2007 to $1,175,662 for the nine months ended January 31, 2008, a decrease of 34%. During the nine months ended January 31, 2008 we maintained a relatively level volume of long-term contracts with municipalities. We had decreases in revenue due to a slow down in the rehabilitation of city lift stations. We anticipate the revenues from additional lift station rehabilitations to continue for the next few years. Revenue fluctuates due to the introduction of new products and services and the related installations of these types of products. Our contracts with our two largest customers have been renewed through fiscal 2008.


Gaming: Revenues from management services related to gaming decreased 5.2% from $1,096,866 for the nine months ended January 31, 2007 compared to $1,039,439 for the nine months ended January 31, 2008. Sales continue to have stability due to the addition of Class III casino gaming in Oklahoma.

LIQUIDITY AND CAPITAL RESOURCES

We believe that our current banks will provide the necessary capital for our business operations. However, we continue to maintain contact with other banks that have an interest in funding our working capital needs to continue our growth in operations in fiscal 2008 and beyond.

We closed on property purchased in Dodge City, Kansas on November 15, 2007. Net borrowings for this acquisition were $1,370,837.

We have other material commitments for other capital expenditures related to the terms of the Indian Gaming Management Agreements should any additional casinos materialize. We will need additional funds to complete our planned Indian gaming opportunities. We will use current cash available as well as additional funds, for the start up and construction of gaming facilities. We anticipate initially obtaining these funds from internally generated working capital and borrowings.

Analysis and Discussion of Cash Flow

Revenue Recognition: We perform aircraft modifications under fixed-price contracts. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the direct labor costs incurred compared to total estimated direct labor costs. Revenue for off-the-shelf items and aircraft sales is recognized on the date of sale.

Revenue from Avionics is recognized when shipped and payment for materials are due within 30 days of invoicing. Revenue for SCADA services, Gaming Management, and other Corporate/Professional Services are recognized on a monthly basis as services are rendered. Payments for these services are received within 30 days of invoicing.

In regard to warranties and returns, our products are special order and are not suitable for return. Our products are unique upon installation and tested prior to their release and have been accepted by the customers. In the rare event of a warranty claim, the claim is processed through the normal course of business; this may include additional charges to the customer. In our opinion any future warranty work would not be material to the financial statements.

Critical Accounting Policies

Bad Debts: Bad debts are calculated on the historical write-off of bad debts of the individual subsidiaries. Invoices are considered a bad debt if no payment has been made in the past 90 days. We review these policies on quarterly basis, and based on these reviews we believe we maintain adequate reserves. We do not anticipate substantial changes to these estimates in the future.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-lived assets: Long-lived assets and identifiable intangibles to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived asset to the estimated undiscounted future cash flows expected to result from use of the assets and their eventual disposition. We determined that as of January 31, 2008, there had been no impairment in the carrying value of long-lived assets.

Supplemental Type Certificates: Supplemental Type Certificates (STCs) are authorizations granted by the Federal Aviation Administration (FAA) for specific modification of a certain aircraft. The STC authorizes us to perform modifications, installations and assemblies on applicable customer-owned aircraft. Costs incurred to obtain STCs are capitalized and subsequently amortized against revenues being generated from aircraft modifications associated with the STC. The costs are expensed as services are rendered on each aircraft through costs of sales using the units of production method. The legal life of an STC is indefinite. We believe we have enough future sales to fully amortize our STC development costs.

Advances for Indian Gaming Developments: We are advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate-related projects to be capitalized as part of that project.

Our advances represent costs to be reimbursed upon approval of Indian gaming in several locations. We have agreements in place which require payments to be made to us for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, we plan to enter into a note receivable arrangement with the Tribe to secure reimbursement of advanced funds for that particular project.

We have advanced and invested a total of $4,718,991 in Indian gaming developments. We have reserves of $2,912,440, at January 31, 2008 and January 31, 2007. We believe that our advances for Indian gaming developments will be totally reimbursed as casinos are opened. We believe it is necessary to establish reserves against the advances due to the fact that all of the proposed casinos are involved in legal and governmental actions whose outcome is not certain nor is there any time frame for resolution. The reserve amount is an estimate of the value we would receive if a Tribal casino was not opened and we were forced to liquidate the assets that we have acquired with our advances. These assets were intended to be used with Tribal casinos and consist of the purchase of land and land improvements related to the development of Indian Gaming facilities. We believe that these tracts could be developed and sold for residential and commercial use to recover our advances if the gaming enterprises do not open.

Changing Prices and Inflation

We did experience some pressure from inflation in fiscal 2008. These include increases in airplane travel and transportation costs. This additional cost may not be transferable to our customers resulting in lower income. We anticipate long-term fuel costs and interest rates to continue to rise.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Part I Item 3:

Quantitative and Qualitative Disclosures about Market Risk.

None

Part I Item 4

Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

PART II.
OTHER INFORMATION

Item 1

Legal Proceedings
On November 30, 2007 an Arbitrator awarded a judgment against BCS Design, Inc. in the net amount of $186,041 as a result of disputes related to the construction of an office building. The net amount that was paid by the Company towards the judgment was approximately $22,000.

Item 1A.

Risk Factors
There are no material changes to the risk factors disclosed under Item 1A of our Form 10-K.

Item 2

Unregistered Shares of Equity Securities and Use of Proceeds
None

Item 3

Defaults Upon Senior Securities
None

Item 4

Submission of Matters to Vote of Security Holders
None

Item 5

Other Information
None

Item 6

Exhibits

Articles of Incorporation, as amended and restated are incorporated by reference to Exhibit 3.1 of our Form DEF 14A filed on December 26, 2001.

Bylaws, as amended, are incorporated by reference to Exhibit 3.2 of our Form DEF 14A filed on December 15, 2003.

31.1

Certificate of Chief Executive Officer

31.2

Certificate of Chief Financial Officer

Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted to
Section 906 of the Sarbanes-Oxley Act of 2002.

99

Exhibit Number 99
Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995, are incorporated by reference to Exhibit 99 of the Form 10-K for the fiscal year ended April 30, 2007.