This paper proposes ButterflyQuant, a novel quantization technique that addresses the performance degradation caused by activation outliers in 2-bit quantization. While existing rotation-based methods (QuIP, QuaRot) utilize a fixed Hadamard transform, this paper finds that each layer of a Transformer exhibits distinct outlier patterns. Therefore, we propose ButterflyQuant, a learnable Butterfly transform that adaptively rotates layers. The Butterfly transform is differentiable using continuous Givens rotation angles as parameters, guarantees orthogonality, and has a computational complexity of $O(n \log n)$ with only $\frac{n \log n}{2}$ learnable parameters. Furthermore, we introduce uniform regularization of activations after the transformation to ensure a smooth distribution suitable for quantization. Experimental results using 2-bit quantization on the LLaMA-2-7B model show that ButterflyQuant significantly outperforms QuaRot.