UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of the

                       THE SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: April 19, 2004

                          BUTLER MANUFACTURING COMPANY

                          Butler Manufacturing Company
                              1540 Genessee Street
                                 P.O. Box 419917
                           Kansas City, Missouri 64102
                              Phone (816) 968-3000

                      Incorporated in the State of Delaware

                          Commission File No. 001-12335

                I.R.S. Employer Identification Number: 44-0188420









ITEM 5.  OTHER EVENTS

         On April 16, 2004, Butler Manufacturing Company, a Delaware corporation
("Butler"), received, through its financial advisor, a letter from
Robertson-Ceco Corporation ("RCC") containing additional information regarding
its proposal to acquire Butler. RCC's letter and attachments are attached hereto
as Exhibit 99.1.

         On April 19, 2004, Butler filed a press release announcing that its
Board of Directors, after consultation with Butler's financial advisors and
outside legal counsel, determined that the additional information provided by
RCC regarding its proposal to acquire Butler continued to be vague and
uncertain. Butler's press release is attached hereto as Exhibit 99.2.


ITEM 7.  EXHIBITS

         99.1     Letter from Robertson-Ceco Corporation dated April 16, 2004,
including attachments.

         99.2     Press Release of Butler Manufacturing Company dated
April 19, 2004.








                                   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 MANUFACTURING COMPANY




April 19, 2004                           /s/ Larry C. Miller
---------------                       ----------------------
Date                                  Larry C. Miller
                                      Vice President -- Finance, and
                                      Chief Financial Officer



April 19, 2004                           /s/ John W. Huey
---------------                       --------------------
Date                                  John W. Huey
                                      Vice President, General Counsel
                                      and Secretary









                                  EXHIBIT INDEX


99.1     Letter from Robertson-Ceco Corporation dated April 16, 2004, including
         attachments.

99.2     Press release dated April 19, 2004 - Butler Manufacturing Company
         Directors Conclude: Robertson-Ceco Proposal More Uncertain, Contingent
         than had been Originally Suspected.