SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Butler International, Inc.

(Name of Issuer)

Common Stock $0.001 Par Value

(Title of Class of Securities)

123649105

(CUSIP Number)

David M. Knott

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 8, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 123649105
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David M. Knott
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 965,400
			8.	Shared Voting Power 78,900
			9.	Sole Dispositive Power 1,051,800
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,051,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 9.0%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 123649105
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Dorset Management Corporation              IRS # 11-2873658
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 965,400
			8.	Shared Voting Power 78,900
			9.	Sole Dispositive Power 1,051,800
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,051,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 9.0%
	14.	Type of Reporting Person (See Instructions) CO

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Item 1.	Security and Issuer
This statement on Schedule 13D relates to the Common Stock of the Company, and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of the principal executive offices of the Company is 110 Summit Ave., Montvale, New Jersey 07645.
Item 2.	Identity and Background
This statement is being filed by David M. Knott, an individual whose business address is 485 Underhill Boulevard, Suite 205, Syosset, New York 11791. Mr. Knott is a citizen of the United States of America. Mr. Knott is the managing member of Knott Partners Management, LLC, a New York limited liability company (“Knott Management”), that is the sole General Partner of Shoshone Partners, L.P., a Delaware limited partnership (“Shoshone”) and managing general partner of Knott Partners, L.P., a New Jersey limited partnership (“Knott Partners” and together with Shoshone, the “Partnerships”).  The Partnerships invest in securities that are sold in public markets.  The principal activity of each Partnership is the acquisition of long and short positions in equity securities of publicly traded U.S. and foreign securities.  Each Partnership has the authority to employ various trading and hedging techniques and strategies in connection therewith.   Mr. Knott is also the sole shareholder, Director and President of Dorset Management Corporation, a New York corporation (“Dorset”) which provides investment management services to a limited number of foreign and domestic individuals and entities (the “Managed Accounts”).  The business address of Dorset is 485 Underhill Boulevard, Syosset, New York 11791. Collectively, Dorset and Mr. Knott are referred to as the Reporting Parties.  During the last five years, Mr. Knott has not been convicted in any criminal proceeding, nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
The source of funds used in making each of the purchases of the Common Stock purchased indirectly by Mr. Knott through the Partnerships and the Managed Accounts was the portfolio assets of the Partnerships and each of the Managed Accounts on whose behalf Mr. Knott has purchased the Common Stock.  Neither of the Partnerships nor any of the Managed Accounts own more than five percent of the Common Stock individually.  The aggregate amount of consideration used by the Reporting Parties in making such purchases was $2,892,200.

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Mr. Knott effects purchases of securities primarily through margin accounts maintained by Goldman, Sachs & Co., which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the firm’s credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 4.	Purpose of Transaction
The Reporting Parties originally acquired the Common Stock for investment in the ordinary course of business.  This filing is being made because of the Reporting Parties’ concern about the Company’s outstanding debt load, its announced $15 million financing transaction, the proposed move of its corporate offices and its corporate governance policies. On November 8, 2006, David M. Knott sent a letter to the board of directors of the Company. The letter stated that the Reporting Parties believe that the Company's board of directors was not properly consulted with respect to the proposed financing transaction and the move of corporate offices. The letter requests that management provide the Company's board of directors with information regarding the proposed financing transaction so that the board may make an informed judgment as to whether the proposed financing transaction or an alternative financing transaction with the Reporting Parties best serve the interests of the Company and its shareholders.  The letter sent by Mr. Knott is attached hereto as Exhibit A and is incorporated herein by reference. The Reporting Parties may continue discussions regarding these matters with management of the Company, its board of directors, stockholders or other relevant parties to express the Reporting Parties’ view regarding the Company. Except as set forth herein, the Reporting Parties do not have any present plan or proposal that would relate to or result in any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.  The Reporting Parties will amend this Schedule 13D as events unfold.
Item 5.	Interest in Securities of the Issuer
(a)           Pursuant to Rule 13d-3, Mr. Knott may be deemed to own beneficially 1,051,800 shares of Common Stock, which represents 9.0% of all outstanding shares of Common Stock. (b)           Mr. Knott individually has the sole power to vote 965,400 shares of Common Stock and dispose of 1,051,800 shares of Common Stock held in the Partnerships’ accounts and the Managed Accounts.  As President of Dorset, Mr. Knott shares with certain of Dorset’s clients the power to vote that portion of 78,900 shares of Common Stock held in their respective accounts.  None of the Partnerships or Managed Accounts (except through Mr. Knott) either holds or shares with any person the power to vote or to dispose of the Company’s Common Stock.

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(c)           The Reporting Parties have not effected any transactions in the Company’s Common Stock in the past sixty days. (d)           The Partnerships and Managed Accounts have the right to receive dividends and proceeds from the sale of the shares of Common Stock that may be deemed to be beneficially owned by the Reporting Parties. No individual person or entity has such right with regard to greater than five percent of the Common Stock. (e)           Not applicable.  The filing of this Schedule 13D shall not be construed as an admission that the Reporting Parties are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Parties have entered into agreements with the Partnerships and Managed Accounts pursuant to which the Reporting Parties have discretion over the disposition and/or the voting of the shares of Common Stock.

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Item 7.	Material to Be Filed as Exhibits
Exhibit A - Letter from David M. Knott to the board of directors of the Company

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: November 9, 2006	/s/ David M. Knott
	David M. Knott
Dated: November 9, 2006	Dorset Management Corporation
	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	President

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EX-99.1

Exhibit 99.1

[Knott Letterhead]

November 8, 2006

Mr. Ed Kopko
Mr. Thomas F. Comeau
Mr. Walter O. LeCroy
Mr. Frank H. Murray
Mr. Hugh G. McBreen, Esq.
Mr. Louis F. Petrossi
Mr. Wesley B. Tyler
Mr. Ronald Uyematsu
Butler International, Inc.
110 Summit Avenue
Montvale, NJ  07645

Gentlemen:

As you know, we are an institutional investor and a large shareholder of Butler International, Inc. (the “Company”).  We write to further express our concern with respect to recent events at the Company, particularly those events relating to the Company’s efforts to secure a financing transaction.

As related in our letter to the Board of last Friday, November 3, 2006, the Company continues to be plagued by unwieldy debt obligations and a lack of control and oversight relating to corporate governance.  In an effort to help address those issues, we negotiated an equity financing transaction with management which would have significantly relieved the Company’s debt burden and provided for new independent directors on the Board.  Last week, although the financial terms of the transaction were significantly complete, Company CEO Edward Kopko advised us that he would not agree to our proposed transaction.

On Friday, November 3, the Company announced through an 8-K filing that it had arrived at an alternative equity financing transaction with a different investor for $15 million.  The 8-K mysteriously omits the name of this purported equity investor.  The 8-K also provides few details on the financial terms of the transaction and particularly fails to explain fully the dilutive affect the proposed transaction will have on the Company’s stock.  The 8-K also indicates that the Company intends to move its corporate offices to Fort Lauderdale, Florida.

We have reason to believe that the Company’s Board has not been properly consulted with respect to either the proposed $15-million transaction or the move of corporate offices.  If true, this failure to consult with the Board with respect to these issues further reflects management’s wholesale disregard of its fiduciary responsibilities and is yet another sad chapter in the Company’s woeful tale of corporate governance.  If management has indeed failed to consult with the Board regarding its proposals, we demand that this situation be remedied

immediately.  Specifically, we demand that management provide the Board with sufficiently detailed information so that it may assess both the proposed $15-million transaction and our proposed equity transaction and make an informed judgment as to which transaction will best serve the interests of the Company and its shareholders.

In considering these transactions, we note that, despite a very favorable economic environment characterized by high levels of liquidity and historically low interest rates, Mr. Kopko has stumbled from deal to deal in a search of long-term financing for most of this year without success.  Worse yet, the one financing he did manage to complete was a short-term bridge loan with an adjusted interest rate estimated to be 190%.  This was preparatory to a now aborted five-year financing that contained rates as high as 15%.  Mr. Kopko’s inability to close a deal on financially reasonable terms suggests that he is either incapable of properly executing this project or is so conflicted by his seeming desire to maintain tight control of Butler that he is perfectly willing to sell the stockholders down the river if it suits his personal agenda.

With respect to management’s proposal concerning the transfer of corporate offices, we fail to see the justification for such a move, other than our understanding that Mr. Kopko recently acquired a residence in Florida and therefore might find his commute more convenient if the Company transfers its offices there.  Nevertheless, we defer to the Board to determine the wisdom of such a move after receiving complete information.

If our understanding of these recent events is correct, management appears to have breached its fiduciary obligations by failing to provide the Board with information regarding the actions proposed in the Company’s 8-K.  We implore the Board to join us in demanding that it be properly informed regarding these latest proposed transactions and, more generally, to exercise greater vigilance in policing management to prevent improper and/or unauthorized actions in the future.  We believe such vigilance is particularly necessary given the allegations of self-dealing that we believe taints the management of the Company.

Should this matter not be remedied immediately, we will be required to pursue other means of redress.  We would welcome the opportunity to discuss these matters further at your convenience.

Respectfully yours,

David Knott