SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 27, 2007(June 21, 2007)

BUTLER INTERNATIONAL, INC.

(Exact name of Registrant as specified in Charter)

MARYLAND		0-14951		06-1154321
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

200 E. Las Olas Boulevard, Suite 1730A, Fort Lauderdale, Florida 33301

(Address of Principal Executive Offices/Zip Code)

Registrant’s telephone number, including area code: (954) 761-2200

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(e))

TABLE OF CONTENTS

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 2.02

Results of Operations and Financial Condition

ITEM 9.01

Exhibits

SIGNATURE

EXHIBIT INDEX

EXHIBIT 99.1

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On June 21, 2007, Butler International, Inc. reported preliminary selected fiscal year 2006 and 2005 financial information. See attached press release at exhibit 99.1.

The information in this Report on Form 8-K (including the exhibit) is furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits

(d)

The exhibit listed below is being furnished pursuant to Item 9.01.

Exhibit Number

Description

99.1	Press release concerning preliminary selected fiscal year 2006 and 2005 financial information.

SIGNATURES

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

Date: June 27, 2007

BUTLER INTERNATIONAL, INC.

By: /s/ Mark Koscinski

Mark Koscinski

Principal Accounting Officer

BUTLER INTERNATIONAL, INC.

EXHIBIT LIST

Exhibit Number

Description

99.1	Press release concerning preliminary selected fiscal year 2006 and 2005 financial information.

Exhibit 99.1

NEWS

FOR IMMEDIATE RELEASE	CONTACT: Mark Koscinski
June 21, 2007	(201) 476-5421

BUTLER INTERNATIONAL REPORTS FINANCIAL INFORMATION

FOR FISCAL YEARS 2006 AND 2005

FT. LAUDERDALE, FL., June 21, 2007 — Butler International, Inc. (PK: BUTL), a leading provider of TechOutsourcing services, announces preliminary selected fiscal year 2006 and 2005 financial information.

Net sales for the fiscal year ended December 31, 2006 were $322.0 million compared to $287.3 million for the year ended December 25, 2005. The increase of $34.7 million or 12.1% in net sales is primarily attributed to growth in sales to our top customers in accordance with our corporate strategy. Gross margin for the year ended December 31, 2006 was $57.6 million, an 11.8% increase from the gross margin of $51.5 million for the year ended December 25, 2005. The gross margin as a percentage of sales was 17.9% for each of the years ended December 31, 2006 and December 25, 2005. Sales and gross margin were positively impacted due to fiscal year 2006 containing 53 weeks compared to 52 weeks in fiscal year 2005.

Selling, general and administrative (SG&A) expenses for the year ended December 31, 2006 were $45.4 million, a 17.0% increase from SG&A expenses of $38.9 million for the year ended December 25, 2005. SG&A expenses as a percentage of sales for the year ended December 31, 2006, was 14.1% compared to 13.5% for the year ended December 25, 2005. This increase is primarily due to increases in headcount, salaries and related benefits and commissions to support the sales growth as well as increased professional fees related primarily to the restatement of the 2004 consolidated financial statements.

As a result of increased SG&A expenses, operating income for the year ended December 31, 2006 was $10.5 million, a 5.7% decrease from operating income of $11.1 million for the year ended December 25, 2005. Operating income as a percentage of net sales for the year ended December 31, 2006 was 3.3% compared to 3.9% for the year ended December 25, 2005.

Interest expense was $7.4 million for the year ended December 31, 2006, a 42.3% increase from interest expense of $5.2 million for the year ended December 25, 2005. This increase is primarily due to amendment fees paid related to our debt agreements and interest rate increases related to our variable rate debt obligations.

Other expense was $2.1 million for the year ended December 31, 2006. This is primarily related to the termination of the Securities Purchase Agreement with Levine Leichtman Capital Partners III, L.P. and expenses related to unsuccessful financing opportunities.

Income before tax for the year ended December 31, 2006 was $1.0 million, an 83.1% decrease from income before tax of $5.9 million for the year ended December 25, 2005. Loss from continuing operations for the year ended December 31, 2006 was $0.5 million, or diluted loss per share from continuing operations of $0.08. Income from continuing operations for the year ended December 25, 2005 was $3.6 million, or diluted earnings per share from continuing operations of $0.26.

Income tax expense was $1.5 million for the year ended December 31, 2006, a 36.8% decrease from income tax expense of $2.3 million for the year ended December 25, 2005. Although our income tax expense decreased in the current year as compared to the prior year, the effective tax rate significantly increased from fiscal 2005 primarily as a result of an increase in reserves for uncertain tax positions, the effect of recording of nondeductible items under Section 162(m) of the Internal Revenue Code and the effect of certain state income taxes.

Net loss as a percentage of net sales for the year ended December 31, 2006 was 0.1% compared to net income of 1.3% for the year ended December 25, 2005.

Delayed Filing of Form 10-K and Intended Restatements of Financial Statements

As previously announced, the Company delayed the filing of its Annual Report on Form 10-K for fiscal years 2006 and 2005 due to a review of certain accounting matters. Although the review is not yet complete, the company will restate its financial statements as of December 31, 2004 and 2003 and for the fiscal years ended December 31, 2004, 2003 and 2002. In addition, the Company will restate its unaudited quarterly financial data for the first and second quarters in fiscal year 2005, and each of the interim periods of fiscal years 2004 and 2003. There can be no assurance that the review will not result in a determination to further restate the Company’s financial statements, which could have a material adverse effect on its reported financial results.

About Butler International

Butler International, Inc. is a leading provider of TechOutsourcing services, helping customers worldwide increase performance and savings. Butler’s global services model provides clients with onsite, offsite, or offshore service delivery options customized appropriately to their unique objectives. During its 60-year history of providing services, Butler has served many prestigious companies in industries including aircraft, aerospace, defense, telecommunications, financial services, heavy equipment, manufacturing, and more. If you would like to find out more about Butler’s value-added global services, visit us on the web at http://www.butler.com.

Information contained in this press release, 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 that were anticipated.

Mindpower for a Changing World

New River Center, 200 E. Las Olas Blvd. Ft. Lauderdale, FL 33315

www.butler.com

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

	For the Fiscal Year Ended
	December 31, 2006			December 25, 2005

Net sales	$	322,024		$	287,278
Cost of sales		264,460			235,796

Gross margin		57,564			51,482

Depreciation and amortization		1,625			1,506
Selling, general and administrative expenses		45,448			38,852

Operating income		10,491			11,124

Interest expense		7,413			5,208
Other expense		2,076			—


Income from continuing
operations before income taxes		1,002			5,916

Income tax expense		1,473			2,331


(Loss) income from continuing operations		(471	)		3,585
Income from discontinued
operations, net of tax		—			250


Net (loss) income	$	(471	)	$	3,835



(Loss) income per share available to common stockholders:
Basic:
Continuing operations	$	(0.08	)	$	0.31
Discontinued operations		—			0.02

	$	(0.08	)	$	0.33


Diluted:
Continuing operations	$	(0.08	)	$	0.26
Discontinued operations		—			0.02

	$	(0.08	)	$	0.28


Average number of common shares and
common share equivalents outstanding:
Basic		10,925			10,373
Diluted		10,925			13,712