Appendix A to Item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
Quarter Ended February 28, 2002

Item Number		Item Description			  Amount

5-02(1)		      Cash and cash items                        141,224
5-02(2)		      Marketable securities                         -
5-02(3)(a)(1)	      Notes and accounts receivable-trade      1,424,583
5-02(4)               Allowances for doubtful accounts            59,801
5-02(6)		      Inventory                                4,231,338
5-02(9)		      Total current assets                     5,784,731
5-02(13)              Property, plant and equipment           10,583,740
5-02(14)	      Accumulated depreciation                 9,560,300
5-02(18)	      Total assets                             6,808,171
5-02(21)	      Total current liabilities                4,038,213
5-02(22)	      Bonds, mortgages and similar debt        2,139,341
5-02(28)	      Preferred stock-mandatory redemption          0
5-02(29)	      Preferred stock-no mandatory redemption       0
5-02(30)	      Common stock                                19,382
5-02(31)	      Other stockholders' equity               2,496,334
5-02(32)	      Total liabilities and stockholders'
                          equity                               6,808,171
5-03(b)1(a)	      Net sales of tangible products           2,641,892
5-03(b)1	      Total revenues                           2,641,892
5-03(b)2(a)	      Cost of tangible goods sold              2,071,292
5-03(b)2	      Total costs and expenses applicable
                          to sales and revenues                  539,901
5-03(b)3	      Other costs and expenses                    14,111
5-03(b)5	      Provision for doubtful accounts
                            and notes                              4,500
5-03(b)8	      Interest and amortization of debt
                           discount                               60,589
5-03(b)10	      Loss before taxes and other items           48,501
5-03(b)11	      Income tax benefit                            -
5-03(b)14	      Loss continuing operations                  48,501
5-03(b)(15)	      Discontinued operations                       0
5-03(b)(17)	      Extraordinary items		            0
5-03(b)(18)	      Cumulative effect-changes in
                           accounting principles                    0
5-03(b)19	      Net loss                                    48,501
5-03(b)20	      Loss per share-primary                       0.03
5-03(b)20	      Loss per share-fully diluted                 0.03

                               WASHINGTON, D.C.   20549

                                     FORM 10-Q

ACT OF 1934

For the Quarter Ended February 28, 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 April 5, 2002:

						      Number of Shares

                      ART'S-WAY MANUFACTURING CO., INC.

		                   Three Months Ended
	 	                February 28,  February 28,
		                   2002          2001

NET SALES	                $2,641,892    $2,990,487
COST OF GOODS SOLD               2,071,292     2,516,176
GROSS PROFIT                       570,600       474,311

   Engineering                      14,879        84,458
   Selling                         128,296        93,305
   General and
Administrative                     401,226       408,176
        Total                      544,401       585,939

     OPERATIONS                     26,199     (111,628)

    Interest expense               (60,589)     (122,824)
    Other                          (14,111)      (52,340)
        Other deductions           (74,700)     (175,164)

     INCOME TAXES                  (48,501)     (286,792)

INCOME TAX BENEFIT                    -             -

NET LOSS                          $(48,501)    $(286,792)

      SHARE (NOTE 2):
    Basic                        $   (0.03)    $   (0.23)
    Diluted                      $   (0.03)    $   (0.23)

    Basic                         1,411,954    1,256,351
    Diluted                       1,411,954    1,256,351

See accompanying notes to financial statements.

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

 		                                 February 28,    November 30,
		                                    2002	    2001
   Cash                                         $   141,224     $     4,375
   Accounts receivable-customers,
     net of allowance for doubtful accounts
     of $59,801 and $55,301 in February
     and November, respectively                   1,364,782         922,168
   Inventories                                    4,231,338       4,690,008
   Other current assets	                             47,387          54,157
       Total current assets                       5,784,731       5,670,708

   at cost                                       10,583,740      10,583,740
      Less accumulated depreciation	          9,560,300       9,499,347
      Net property, plant and equipment           1,023,440       1,084,393

         TOTAL	                                 $6,808,171      $6,755,101


    Notes payable to bank                       $   994,159    $ 2,073,704
    Current portion of long-term debt               890,940        962,040
    Accounts payable                                837,411        984,052
    Customer deposits                               625,197         64,449
    Accrued expenses                                690,506        634,306
       Total current liabilities                  4,038,213      4,718,551

LONG-TERM DEBT, excluding current portion           254,242        272,333

   Common stock - $.01 par value.  Authorized
   5,000,000 shares; issued 1,938,176 shares
   in February and 1,340,778 shares in November      19,382         13,408
   Additional paid-in capital                     1,634,954      1,249,611
   Retained earnings                                861,380        909,881
                                                  2,515,716      2,172,900

 Less cost of common shares in treasury of
   0 shares in February and 42,602 in November            0        408,683

       Total stockholders' equity                 2,515,716      1,764,217

         TOTAL	                                $ 6,808,171    $ 6,755,101

See accompanying notes to financial statements.

                        ART'S-WAY MANUFACTURING CO., INC.

	 	                                      THREE MONTHS ENDED
		                                   February 28, February 28,
		                                      2002	   2001
  Net Loss            	                        $   (48,501)  $   (286,792)
  Adjustment to reconcile net loss to
    net cash provided (used) by operating
  Depreciation and amortization	                     60,953        128,062
  Changes in assets and liabilities:
    (Increase) decrease in:
     Accounts receivable                           (442,614)      (662,407)
     Inventories	                            458,670        461,839
     Other Assets                                     6,770          8,015
    Increase (Decrease) in:
     Accounts payable                              (146,641)       490,036
     Customer deposits	                            560,748         36,497
     Accrued expenses                                56,200       (222,521)

        Total adjustments                           554,086        239,521

        Net cash provided by (used in)
             operating activities                   505,585        (47,271)

     Purchases of property, plant and equipment        -              -

  Proceeds from (payments of) notes
      payable to bank                             (1,079,545)      145,265
  Principal payments on term debt                    (89,191)     ( 90,063)
  Proceeds from issuance of common
      stock from treasury                             53,253          -
  Proceeds from issuance of common stock             746,747          -

      Net cash provided by (used in)
          financing activities                      (368,736)       55,202

Net increase in cash                                 136,849         7,931

Cash at beginning of period	                       4,375         4,375

Cash at end of period                           $    141,224   $    12,306

Supplemental disclosures of cash flow information:

  Cash paid during the year for:
    Interest                                     $    64,033    $  137,118
    Income taxes                                       4,032           330

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 first quarter ended February 28,
        2002, are not necessarily indicative of the results for the fiscal
        year ending November 30, 2002.


        Basic loss per common share is computed on the basis of
        weighted average number of common shares. Diluted loss per
        share is 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 in 2002 and 2001, the anti-dilutive effect of the
        Company's stock option plans is not included in the calculation
        of diluted loss per share for those periods.


        Major classes of inventory are:        February 28,    November 30,
                                                  2002             2001

             Raw material                     $   709,300      $   749,544
             Work-in-process                    1,029,893        1,181,870
             Finished goods                     2,492,145        2,758,594

                     Total                    $ 4,231,338      $ 4,690,008


       Major components of accrued expenses are:
                                               February 28,      November 30,
                                                  2002              2001

            Salaries, wages and commissions    $ 326,042        $ 294,961
            Accrued warranty expense              74,451           67,426
            Other                                290,013          271,919

                Total                          $ 690,506        $ 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 February 28,
        2002, the Company has borrowed $994,159 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 February 28, 2002 and November 30, 2001, $802,000
        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 February 28, 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,

        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:

                                              February 28,   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 (8.75%), secured
        by the cash, accounts receivable,
        inventories and property, plant
        and equipment                         $ 818,671       $ 889,771

        State of Iowa Community Development
	Block Grant promissory notes at zero
        percent interest, maturity 2006 with
        quarterly principal payments of
        $11,111                                 200,000         211,111

        State of Iowa Community Development
        Block Grant local participation
        promissory notes at 4% interest,
        maturity 2006, with quarterly
        payments of $7,814                      126,511         133,491

             Total term debt                  1,145,182       1,234,373

        Less current portion of
             term debt                          890,940         962,040

             Term debt, excluding
             current portion                $   254,242      $  272,333

                                    Item 2


(a)	Liquidity and Capital Resources

        The Company's main source of funds for the quarter ended
        February 28, 2002 included a reduction in inventory 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 an increase in accounts receivable
        and payments on the Company's note payable and term debt. The
        increase in accounts receivable is comparable to one year ago
        and results from the high level of OEM sales in February 2002
        which are sold on 30 day terms.

        The conditions existing in the agriculture economy, in
        addition to adversely impacting sales, have also resulted
        in a deterioration of the Company's accounts receivable.
        The Company believes it has provided an adequate reserve
        for uncollectible accounts based on currently available

        As of February 28, 2002, the Company had no material
        commitments for capital expenditures.

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

        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 fifty percent
        (50%) of the Company's common stock and will not take the Company

        The Company has used approximately $200,000 of the proceeds in
        paying down its aged outstanding payables to its suppliers. 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 are no assurances of such.

(b)	Results of Operations

        Overall sales for the first quarter were approximately $2,642,000,
        or 12% lower than last year's first quarter sales of approximately
        $2,990,000. Sales of Art's-Way products were 26% higher and OEM
        sales were 33% lower than one year ago. OEM sales included products
        for three original equipment manufacturers. 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 22% for the quarter
        ended February 28, 2002, as compared to 16% for the same period
        in 2001. 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.

        Operating expenses were slightly below last year. As a percent of
        sales, operating expenses were 21% and 20% for the three months
        ended February 28, 2002 and 2001, respectively. As a result of cost
        reduction programs, engineering expenses decreased by $70,000. We
        currently expect these lower engineering costs to continue through-
        out fiscal year 2002.

        Other deductions decreased by $100,000 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 February 28, 2002 is $2,292,000,
        compared to $1,409,000 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 $771,000
        in orders for beet equipment compared to $50,000 last year at
        this time. OEM backlog is $421,000 to be shipped in the third

   (c)  Quantitative and Qualitative Disclosures About Market Risks

        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 customer 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 of valuing inventory. Any
        inventory product that has not moved within the past 3 years is
        considered significantly aged, and an appropriate reserve percentage
        is assigned to that inventory classification. 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 claims.


       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     April 15, 2002          /s/William T. Green
                                    (William T. Green, Chief Financial Officer)

      Date     April 15, 2002          /s/John C. Breitung
                                    (John C. Breitung, President)