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Butterworth is the largest urban settlement in the city of Seberang Perai, Penang, Malaysia. It lies approximately 3 km (1.9 mi) east of George Town, the capital city of Penang, across the Penang Strait. As of 2021, Butterworth has a total population of 107,591 residents.

Butterworth was named after William John Butterworth, a Governor of the Straits Settlements in the mid-19th century. The town came into being as a transportation hub, due to its proximity to George Town. While the British East India Company initially obtained Seberang Perai (then named Province Wellesley) for agricultural purposes, Butterworth has also witnessed massive industrialisation during the latter half of the 20th century. In 1974, the Port of Penang was relocated into the town.

Currently, Rapid Ferry is the main transportation link between Butterworth and George Town. The Port of Penang handled 1.52 million TEUs of cargo as of 2017, making it one of the busiest seaports in Malaysia. In addition, the Butterworth railway station, situated adjacent to the town's ferry terminal, is a major Malayan Railway station, with train services operated by both the Malayan Railway and the State Railway of Thailand.

Butterworth is also home to RMAF Butterworth, a British-built facility, which now functions as a major Royal Malaysian Air Force base.