A button input apparatus with a display function, which generates a switch signal in response to a user's press, and a portable electronic device having the same. The button input apparatus includes: a plurality of lever buttons each having a transparent window in at least a portion thereof, and one fixed edge on one side of the transparent window, so that the buttons are elastically vertically flexible; a switch substrate, which is disposed below the plurality of lever buttons, including openings respectively corresponding to the transparent windows, and generating a switch signal according to a motion of any of the plurality of lever buttons via a plurality of switches disposed to respectively correspond to elastic parts of the lever buttons; and a display panel, which provides an image in an area corresponding to each of the transparent windows, at least a portion of the display panel being disposed below the plurality of lever buttons.