Appendix A to Item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
Quarter Ended May 31, 2002

Item Number		Item Description			 Amount

5-02(1)		Cash and cash items            		         14,598
5-02(2)		Marketable securities                             -
5-02(3)(a)(1)	Notes and accounts receivable-trade             873,453
5-02(4)		Allowances for doubtful accounts                 53,609
5-02(6)		Inventory                                     4,481,747
5-02(9)		Total current assets                          5,617,318
5-02(13)        Property, plant and equipment                10,583,740
5-02(14)	Accumulated depreciation                      9,621,255
5-02(18)	Total assets                                  6,579,803
5-02(21)	Total current liabilities                     3,797,499
5-02(22)	Bonds, mortgages and similar debt             1,677,096
5-02(28)	Preferred stock-mandatory redemption              -
5-02(29)	Preferred stock-no mandatory redemption           -
5-02(30)	Common stock                                     19,382
5-02(31)	Other stockholders' equity                    2,526,798
5-02(32)	Total liabilities and stockholders'
                            equity                            6,579,803
5-03(b)1(a)	Net sales of tangible products                2,252,621
5-03(b)1	Total revenues                                2,252,621
5-03(b)2(a)	Cost of tangible goods sold                   1,611,101
5-03(b)2	Total costs and expenses applicable
                            to sales and revenues               540,534
5-03(b)3	Other costs and expenses                         31,796
5-03(b)5	Provision for doubtful accounts
                             and notes                            4,500
5-03(b)8	Interest and amortization of debt
                             discount                            34,225
5-03(b)10	Income before taxes and other items              30,464
5-03(b)11	Income tax benefit                                -
5-03(b)14	Income from continuing operations                30,464
5-03(b)(15)	Discontinued operations                           -
5-03(b)(17)	Extraordinary items			          -
5-03(b)(18)	Cumulative effect-changes in
                             accounting principles                -
5-03(b)19	Net income                                       30,464
5-03(b)20	Income per share-primary                           0.02
5-03(b)20	Income per share-fully diluted                     0.02

                               WASHINGTON, D.C.   20549

                                     FORM 10-Q

ACT OF 1934

For the Quarter Ended May 31, 2002               Commission File No. 0-5131

                      ART'S-WAY MANUFACTURING CO., INC.
              (Exact name of registrant as specified in its charter)

          DELAWARE                                   42-0920725
      State of Incorporation             I.R.S. Employer Identification No.

    Hwy 9 West, Armstrong, Iowa                         50514
 Address of principal executive offices                Zip Code

         Registrant's telephone number, including area code: (712) 864-3131

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  No __

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of June 17, 2002:

						      Number of Shares

                      ART'S-WAY MANUFACTURING CO., INC.

		          Three Months Ended             Year To Date
	 	        May 31,      May 31,        May 31,        May 31,
		         2002         2001           2002           2001

NET SALES	      $2,252,621    $2,409,492     $4,894,513   $ 5,399,979
COST OF GOODS SOLD     1,611,101     1,772,782      3,682,393     4,288,958
GROSS PROFIT             641,520       636,710      1,212,120     1,111,021

   Engineering            15,758        55,643         30,637       140,102
   Selling               130,539       157,889        251,436       251,193
   General and
Administrative           398,738       340,047        807,363       748,223
        Total            545,035       553,579      1,089,436     1,139,518

     OPERATIONS           96,485        83,131        122,684       (28,497)

    Interest expense     (34,225)     (106,884)       (94,814)     (229,708)
    Other	         (31,796)      (20,597)       (45,907)      (72,939)
       Other deductions  (66,021)     (127,481)      (140,721)     (302,647)

     INCOME TAXES         30,464       (44,350)       (18,037)     (331,144)

INCOME TAXS                 -             -              -             -

NET INCOME (LOSS)      $  30,464     $ (44,350)      $(18,037)    $(331,144)

      SHARE (NOTE 2):
    Basic               $   0.02     $   (0.04)      $  (0.01)    $   (0.26)
    Diluted             $   0.02     $   (0.04)      $  (0.01)    $   (0.26)

    Basic	        1,938,176     1,265,443      1,677,956    1,260,947
    Diluted             1,944,368     1,265,443      1,677,956    1,260,947

See accompanying notes to financial statements.

                          ART'S-WAY MANUFACTURING CO., INC.
                              CONDENSED BALANCE SHEETS

 		                                   May 31,     November 30,
		                                    2002	   2001

   Cash                 	                 $  14,598     $   4,375
   Accounts receivable-customers,
     net of allowance for doubtful accounts
     of $53,609 and $55,301 in May and November,
     respectively                                  819,844       922,168
   Inventories                                   4,481,747     4,690,008
   Other current assets	                           301,129        54,157
       Total current assets                      5,617,318     5,670,708

   at cost                                      10,583,740    10,583,740
      Less accumulated depreciation	         9,621,255     9,499,347
      Net property, plant and equipment            962,485     1,084,393

       TOTAL	                               $ 6,579,803   $ 6,755,101


    Notes payable to bank                      $   621,132    $ 2,073,704
    Current portion of long-term debt              819,840        962,040
    Accounts payable                               829,203        984,052
    Customer deposits                              851,050         64,449
    Accrued expenses                               676,274        634,306
       Total current liabilities                 3,797,499      4,718,551

LONG-TERM DEBT, excluding current portion          236,124        272,333

   Common stock - $.01 par value.  Authorized
   5,000,000 shares; issued 1,938,176 shares
   in May and 1,340,778 shares in November          19,382         13,408
   Additional paid-in capital                    1,634,954      1,249,611
   Retained earnings                               891,844        909,881

                                                 2,546,180      2,172,900

Less cost of common shares in treasury of
   0 shares in May, 2002 and 42,602 shares
   in November, 2001                                 -            408,683

       Total stockholders' equity                2,546,180      1,764,217

         TOTAL	                               $ 6,579,803    $ 6,755,101

See accompanying notes to financial statements.

                        ART'S-WAY MANUFACTURING CO., INC.

	 	                                    SIX MONTHS ENDED
		                                  May 31,       May 31,
		                                   2002	         2001
  Net Loss            	                        $ ( 18,037)   $ (331,144)
  Adjustment to reconcile net loss to net
    cash provided by operations:
  Depreciation and amortization	                   121,908       255,760
  Changes in assets and liabilities:
    (Increase) decrease in:
     Accounts receivable                           102,324       555,788
     Inventories	                           208,261       204,221
     Sundry                                       (246,972)      (62,528)
    Increase (decrease) in:
     Accounts payable                             (154,849)      223,018
     Customer deposits	                           786,601        57,967
     Accrued expenses                               41,968      (303,997)

        Total adjustments                          859,241       930,229

        Net cash provided by operations            841,204       599,085

   Payments of notes payable to bank            (1,452,572)     (497,035)
   Principal payments on term debt                (178,409)     (180,162)
   Proceeds from issuance of common stock
      from treasury                                 53,253        91,705
   Proceeds from issuance of common stock          746,747          -

        Net cash used in financing activities     (830,981)     (585,492)

Net increase in cash                                10,223        13,593

Cash at beginning of the period                      4,375         4,375

Cash at end of the period	               $    14,598    $   17,968

Supplemental disclosures of cash flow information:

  Cash paid during the year for:
    Interest                                   $    94,814    $  229,708
    Income taxes                                     4,032         4,276

See accompanying notes to financial statements.

                     ART'S-WAY MANUFACTURING CO., INC.


	Statement Presentation

      The financial statements are unaudited and reflect all adjustments
      (consisting only of normal recurring adjustments) which are, in the
      opinion of management, necessary for a fair presentation of the
      financial position and operating results for the interim periods.
      The financial statements should be read in conjunction with the
      financial statements and notes thereto contained in the Company's
      Annual Report on Form 10-K for the year ended November 30, 2001.
      The results of operations for the second quarter and year to date
      ended May 31, 2002 are not necessarily indicative of the results
      for the fiscal year ending November 30, 2002.


      Basic earnings (loss) per common share are computed on the basis of
      weighted average number of common shares. Diluted earnings (loss)
      per share are computed on the basis of weighted average number of
      common shares plus equivalent shares assuming exercise of stock options.

      The difference in shares utilized in calculating basic and diluted
      loss per share represents the number of shares issued under the
      Company's stock option plans less shares assumed to be purchased
      with proceeds from the exercise of the stock options. Due to the
      net loss year to date May 31, 2002 and May 31, 2001, and for the
      quarter ended May 31, 2001, the anti-dilutive effect of the Company's
      stock option plans is not included in the the calculation of diluted
      loss per share for these periods. The only reconciling item between
      the shares used in the computation of basic and diluted earnings
      per share for the quarter ended May 31, 2002 is the effect of dilutive
      stock options of 6,192.


        Major classes of inventory are:          May 31,       November 30,
                                                  2002             2001

             Raw material                       $  873,242       $  749,544

             Work-in-process                     1,157,924        1,181,870

             Finished goods                      2,450,581        2,758,594

                     Total                      $4,481,747       $4,690,008


       Major components of accrued expenses are:
                                                 May 31,       November 30,
                                                  2002             2001

            Salaries, wages and commissions     $  352,528        $ 294,961

            Accrued warranty expense                60,063           67,426

            Other                                  263,683          271,919

                Total                           $  676,274        $ 634,306


        Line of Credit

        The Company has a credit agreement with a lending institution (lender)
        that provides for a revolving line of credit (credit facility) and a
        term loan. The credit facility allows for borrowings up to $4,500,000,
        subject to borrowing base limitations on the Company's accounts
receivable and inventory, and allowing for letters of credit for $100,000.
At May 31, 2002, the Company has borrowed $621,132 and has
$100,000 in outstanding letters of credit. At November 30, 2001, the
Company had borrowed $2,073,704 and had $100,000 in outstanding
letters of credit. At May 31, 2002 and November 30, 2001, $917,000 and
$68,000 were available for borrowings, respectively. The interest rate is
based on the lender's referenced rate and is variable based upon certain
performance objectives. Under the terms of the agreement, the Company
will not pay more than 4% over the reference rate, nor less than the reference
rate during the term of the agreement. The outstanding borrowings bear
interest at 8.75% at May 31, 2002.

        The term loan was for an original principal amount of $1,991,000. The
        principal amount is repayable in monthly installments of $23,700 with
        the remaining balance due on demand.

        All loans, advances and other obligations, liabilities and indebtedness
        of the Company are secured by all present and future assets. The Company
        pays an unused line fee equal to three-eighths of one percent of the
        unused portion of the revolving line of credit.

        During 1999, the Company was notified by its lender that the Company
        does not fit the lender's customer profile and was requested to relocate
        its financing needs.

        At November 30, 2000 and 1999, the Company was in default of a loan
        covenant, the fixed maturity coverage ratio, of their credit facility
        and term loan. The lender notified the Company that the current loan
        agreement provided that the lender may, as a result of any event of
        default, accelerate the payment of all obligations. As a result, all
        term borrowings associated with this lender had been classified as
        current. The lender did not call for the acceleration of the payment
        of all obligations, but retained the right to do so at any time.

        The initial term of the loan agreement ended on August 31, 2000. In a
        letter dated May 26, 2000, the Company was notified that the lender
        did not intend to extend the term of the loan agreement beyond the
        termination date. Therefore, all of the obligations outstanding under
        the credit agreement and term loan amounting to $4,383,825 at August 31,
        2000 were due and payable on August 31, 2000.

        During the period between August 31, 2000 and August 31, 2001, the loan
        agreement was amended several times to provide for extensions of various
        lengths from 30 days to 90 days. On September 1, 2001, the lender sold
        the loan to another lending institution (new lender). Under this
        arrangement, the Company continued to operate under the same terms as
        existed prior to the sale. The new lender granted an extension from
        September 1, 2001 through November 15, 2001, but has not granted an
        extension beyond this date.

        Although there is no documented extension, the new lender has submitted
        a financing proposal to the Company in regards to long-term financing.
        The final terms of the proposal are currently being negotiated.

        The Company believes a new credit facility will be obtained from the
        new lender and that it will be able to meet its obligations under the
        new credit agreement when completed, although there are no assurances
        of such. If the Company is unable to obtain a new credit agreement, it
        will be unable to pay its outstanding balance due upon foreclosure.

        A summary of the Company's term debt is as follows:

                                                     May 31,    November 30,
                                                      2002         2001
        Installment term debt payable in
	monthly installments of $23,700,
	plus interest at four percent over
        the bank's national money market
        rate (8.750%), secured by the cash,
        accounts receivable, inventories
        and property, plant and equipment          $ 747,570      $  889,771

        State of Iowa Community Development
	Block Grant promissory notes at zero
        percent interest, maturity 2006, with
        quarterly principal payments of $11,111    $ 188,889      $  211,111

        State of Iowa Community Development
        Block Grant local participation
        promissory notes at 4% interest,
        maturity 2006, with quarterly
        payments of $7,814                         $  119,505      $  133,491

             Total term debt                       $1,055,964      $1,234,373

        Less current portion of term debt          $  819,840      $  962,040

             Term debt, excluding
                 current portion                   $  236,124      $  272,333

                                    Item 2


(a)	Liquidity and Capital Resources

        The Company's main source of funds for the six months ended
        May 31, 2002 included a reduction in inventory, a reduction in
        accounts receivable and an increase in payments received from
        customers for advance payments on sugar beet equipment to be
        delivered in the third quarter as well as the capital infusion
        by a private investor. These sources were offset by prepayments
        to vendors for material purchases, a reduction in accounts payable,
        and payments on the Company's note payable and term debt.

        The Company continues to operate under the terms and conditions
        of a credit agreement that expired November 15, 2001. Under the
        terms of the agreement, all cash received by the Company is applied
        to the bank indebtedness. Based upon levels of accounts receivable
        and inventory, the Company borrows funds necessary to meet current
        obligations. The amounts available for borrowing at May 31, 2002
        and November 30, 2001, were $917,000 and $68,000, respectively.

        The Company is negotiating on terms with a lender in regards to a
        proposal for long-term financing. The proposed lender has indicated
        a sincere interest in consummating an agreement and the Company
        believes a new credit facility will be obtained, although there
        are no assurances of such.

        Also see footnote 5 of the notes to the condensed financial
        statements for a discussion of the Company's credit facility.

        As of May 31, 2002, the Company had no material commitments for
        capital expenditures.

        On February 13, 2002, the Company sold to J. Ward McConnell, Jr.,
        a private investor, 640,000 shares of common stock for $800,000.
        The proceeds were used for the repayment of current obligations
        and for the reduction of bank debt. Mr. McConnell has agreed that
        without prior approval of the Board of Directors, excluding himself
        and his son, he will not acquire as much as fity percent (50%) of
        the Company's common stock and will not take the Company private.

        The Company is mindful of the necessity to continue to control its
        costs, as it intends to finance its working capital and pay down
        its debt through cash from operations. The Company believes that
        the infusion of capital from Mr. McConnell will also enable it to
        successfully complete negotiations with its lender, although there
        can be no assurances that these negotiations will be successfully

(b)     Results of Operations

        Fiscal year 2002 second quarter and year to date sales were 7%
        and 9%, respectively, lower than for the comparable periods
        one-year ago. The reduction in sales reflects the continuing
        weakness in the farm economy, although demand for our feed
        processing and land maintenance equipment is significantly
        higher than the same period one year ago.

	Gross profit, as a percent of sales, was 28% for the quarter ended
        May 31, 2002, as compared to 26% for the same period in 2001. Year
        to date through May 31, 2002, gross profit is 25% compared to 21%
        for the prior year. A combination of a favorable product mix in the
        current year and sales of distressed inventory at low margins in the
        prior year account for the improvement. The sale of distressed
        inventory in the prior year served to reduce gross profit by
        approximately 3% and 1% for the quarter and year-to-date ended
        May 31, 2001.

	Operating expenses were slightly below last year. As a percent of sales,
        operating expenses were 24% and 23% for the three months ended May 31,
        2002 and 2001, respectively, and 22% and 21% year to date May 31, 2002
        and 2001, respectively. As a result of cost reduction programs,
        engineering expenses decreased by $40,000 for the quarter and $109,000
        year to date compared to the same periods of the previous year. We
        currently expect these lower engineering costs to continue throughout
        fiscal year 2002.

        Other deductions decreased by $61,000 for the quarter and $162,000
        year to date from the previous year. Reduction in bank borrowings
        combined with lower prime interest rate and reduced volume in our
        financed accounts receivable resulted in this reduction.

        The order backlog as of May 31, 2002 is $2,994,000, compared to
        $1,600,000 one year ago. These orders primarily will be delivered by
        the end of the third quarter of the current fiscal year. The current
        year backlog includes $1,376,000 in orders for beet equipment compared
        to $310,000 last year at this time. OEM backlog is $662,000 to be
        shipped in the third quarter.

(c)     Quantitative and Qualitative Disclosures About Market Risk

        The Company does not have any additional market risk exposure other
        than what was outlined in the November 30, 2001, 10-K filing.

(d)     Critical Accounting Policies

        The Company has identified the following accounting policies as
        critical to its operations.

        Revenue Recognition - Revenue is recognized when risk of ownership
        passes to the buyer. This generally occurs when the Company's product
        is shipped from its facility to the customer. Products delivered to
        dealers on a consignment basis are not recognized in revenue until
        the cash is collected from the dealer.

        Allowance for Bad Debts - In determining an allowance for receivables
        with potential collectibility issues, the Company considers the age of
        the receivable, the cusstomer credit history and the reasons for

        Inventory Valuation - The Company values its inventory based on a
        standard costing system which requires the inventory to be valued on
        the first in, first out method. Any inventory product that has not
        moved within the past 3 years is considered significantly aged, and is
        assigned to that inventory classification to write its value down to
        the Company's estimate of net realizable value. As the agriculture
        industry changes inventory items can become outdated and the Company
        evaluates this on a regular basis. If a product is determined to be
        outdated, the Company will mark it down to its net realizable value
        and try and sell it at this discounted price.

                               Part II - Other Information


      Various legal actions and claims are pending against the Company
      consisting of ordinary routine litigation incidental to the
      business. In the opinion of management and outside counsel,
      appropriate provisions have been made in the accompanying
      financial statements for all pending legal actions and other


      On April 23, 2002, the Company held an annual meeting of shareholders
      for the purpose of electing six (6) directors to serve until the next
      annual meeting of shareholders or until such time as their successors
      are elected and qualified and to consider and vote upon a proposal to
      ratify the appointment of KPMG LP as independent public accountants of
      the Company for the year ending November 30, 2002.

      The following information is submitted:

      (a)   An annual meeting was held on April 23, 2002.

      (b)   The following directors were all of the nominees and were elected
            by the shareholders:

            J. Ward McConnell, Jr.                 David R. Castle
            George A. Cavanaugh, Jr.               James L. Koley
            Douglas McClellan                      Marc H. McConnell

      (c)   The shareholders voted on a motion to ratify the selection of
            KPMG LP as independent public accountants for the year ending
            November 30, 2002.

            Total number of shares authorized to vote: 1,298,176
            Total number of shares voted in favor: 1,221,213
            Total number of shares voted against: 701
            Total number of abstentions: 725


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

                            ART'S-WAY MANUFACTURING CO., INC.

      Date     July 5, 2002        /s/William T. Green
                                (William T. Green, Chief Financial Officer)

      Date     July 5, 2002       /s/John C. Breitung
                                (John C. Breitung, President)