CERTIFICATE
OF INCORPORATION





OF





ART’S-WAY
MANUFACTURING CO., INC.





ARTICLE
I





NAME





The name of the corporation is
Art’s-Way Manufacturing Co., Inc. (“Corporation”).





ARTICLE
II





REGISTERED
OFFICE





The address of its registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle.  The name of its registered
agent at such address is The Corporation Trust Company.





ARTICLE
III





BUSINESS





The nature of the business or purpose
to be conducted or promoted is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.





ARTICLE
IV





AUTHORIZED
CAPITAL STOCK





Section 1.  Authorized
Shares.  The aggregate number of shares which the Corporation
is entitled to issue is Five Million (5,000,000) shares consisting of a single
class, and of a single series.  All shares shall have a par value of
$.01 per share.





Section 2.  Dividends.  Each
stockholder shall be entitled to receive such dividends or distributions as are
lawfully declared on the stock.





Section 3.  Voting.  Each
outstanding share of stock shall be entitled to one (1) vote on each matter
submitted to a vote of the stockholders.





Section 4.  Liquidation.  Upon
dissolution of the Corporation, each stockholder shall be entitled to share
ratably in the assets of the Corporation which may be available for distribution
after satisfaction of creditors and any other preferences which may then
exist.


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Section 5.  Notice.  Each
stockholder shall be entitled to have notice of any authorized meeting of
stockholders.





ARTICLE
V





CUMULATIVE
VOTING





There shall be no cumulative
voting.





ARTICLE
VI





INCORPORATORS





The names and mailing addresses of the
incorporators are as follows:





NAME
                  
                  MAILING
ADDRESS
 
 James
      L. Koley
                
                One
      Pacific Place, Suite 8001125
      South 103 StreetOmaha,
      Nebraska 68124
 
 Harold
      A. Westberg
                
                Highway
      9 WestArmstrong,
      Iowa 50514




ARTICLE
VII





DURATION





The Corporation is to have perpetual
existence.





ARTICLE
VIII





ELECTION
OF DIRECTORS





Elections of directors need not be by
written ballot unless the Bylaws of this Corporation so provide.





ARTICLE
IX





MEETINGS





Meetings of stockholders may be held
within or without the State of Delaware, as the Bylaws may
provide.  The books of the Corporation may be kept (subject to any
provision of Delaware law) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the
Bylaws of the Corporation.


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ARTICLE
X





LIMITED
LIABILITY





No director of the Corporation shall be
personally liable to the Corporation or any stockholders for monetary damages
for breach of fiduciary duty by such director as a director; provided, however,
that this Article X shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the director’s duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.  No amendment to or repeal of this Article
X shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.





ARTICLE
XI





INDEMNIFICATION





Section 1.  Indemnification by the
Corporation.   Each director or officer of the Corporation who
was or is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a “proceeding”), by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by the laws of Delaware, as the same
exist or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all costs, charges, expenses, liabilities and losses
(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of his heirs, executors and administrators; provided, however, that
except for any proceeding seeking to enforce or obtain payment under any right
to indemnification by the Corporation, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if the Corporation has joined in or consented to
the initiation of such proceeding (or part thereof).  The Corporation
may, by action of its Board of Directors, either on a general basis or as
designated by the Board of Directors, provide indemnification to employees and
agents of the Corporation, and to directors, officers, employees and agents of
the Corporation’s subsidiaries, with the same scope and effect as the foregoing
indemnification of directors and officers.


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The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article XI shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of this Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or directors or otherwise.  Each person who is or becomes
a director or officer of the Corporation shall be deemed to have served or to
have continued to serve in such capacity in reliance upon the indemnity provided
in this Article XI.





Section 2.  Insurance.  The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another Corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of Delaware.





Section 3.  Witness.  To
the extent that any director, officer, employee or agent of the Corporation is
by reason of such position, or a position with another entity at the request of
the Corporation, a witness in any action, suit or proceeding, he shall be
indemnified against all costs and expenses actually and reasonably incurred by
him on his behalf in connection therewith.





Section 4.  Agreements.  The
Corporation may enter into indemnity agreements with the persons who are members
of its Board of Directors from time to time, and with such officers, employees
and agents of the Corporation and with such officers, directors, employees and
agents of subsidiaries as the Board may designate, such indemnity agreements to
provide in substance that the Corporation will indemnify such persons as
contemplated by this Article XI, and to include any other substantive or
procedural provisions regarding indemnification as are not inconsistent with the
General Corporation Law of Delaware.  The provisions of such indemnity
agreements shall prevail to the extent that they limit or condition or differ
from the provisions of this Article XI.





Section 5.  Scope.  For
purposes of this Article XI, reference to the “Corporation” includes all
constituent Corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director
or officer of such constituent corporation shall stand in the same position
under the provisions of this Article XI with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.





ARTICLE
XII





AMENDMENT
OF CORPORATE DOCUMENTS





Section 1.  Certificate of
Incorporation.  The Corporation reserves the right to amend,
alter or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by law, and all rights conferred by
stockholders herein are granted subject to this reservation.


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Section 2.  Bylaws.  The
Board of Directors is expressly authorized to make, amend, alter or repeal the
Bylaws of the Corporation.





WE, THE UNDERSIGNED, being the
incorporators hereinbefore named, for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of Delaware, do make this
Certificate, hereby declaring and certifying that this is our act and deed and
the facts herein stated are true, and accordingly have hereunto set our hands
this 10th day of February, 1989.





/s/ James L. KoleyJames
      L. Koley/s/ Harold A. WestbergHarold
      A. Westberg





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