SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549

                                  FORM 10-K

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended November 30, 2000     Commission File No. 0-5131

                      ART'S-WAY MANUFACTURING CO., INC.

                  DELAWARE                          42-0920725
       ____________________________         __________________________
          State of Incorporation          I.R.S. Employee Identification No.

            Armstrong, Iowa                              50514

  Address of principal executive offices                Zip Code


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

   Securities registered pursuant to Section 12(b) of the Act:  None

   Securities registered pursuant to Section 12(g) of the Act

                   Common stock $.01 par value

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 for the past 90 days.  Yes  X      No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or informational statements incorporated by reference in Part III of
this Form 10-K or any amendment to this form 10-K.  [ ]

Aggregate market value of the voting stock held by non-affiliates of
the Registrant on February 8, 2001:  $2,710,540

Number of common shares outstanding on February 8, 2001: 1,256,351.

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the Proxy Statement
for the Registrant's 2001 Annual Meeting of Stockholders to be filed
within 120 days of November 30, 2000 are incorporated by reference
into Part III.

                          Art's-Way Manufacturing Co., Inc.
                              Index to Annual Report
                                   on Form 10-K


Part I                                                              Page
     Item 1 - Description of Business                             3 thru 5

     Item 2 - Properties                                             5

     Item 3 - Legal Proceedings                                      5

     Item 4 - Submission of Matters to a Vote of Security Holders    5

Part II
     Item 5 - Market for the Registrant's Common Stock and
              Related Security Holder Matters                        6

     Item 6 - Selected Financial Statement Data                      7

     Item 7 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations      7 thru 12

     Item 7A -Quantitative and Qualitative Disclosures
              About Market Risk                                     12

     Item 8 - Financial Statements and
              Supplemental Data                                     12

     Item 9 - Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                   12

Part III
     Item 10- Directors and Executive Officers of the Registant     13

     Item 11- Executive Compensation                                13

     Item 12- Security Ownership of Certain Beneficial Owners
              and Management                                        13

     Item 13- Certain Relationships and Related Transactions        13

Part IV

     Item 14- Exhibits, Financial Statement Schedules and
              Reports on Form 8-K                                   14

                                  PART I

Item 1. Description of Business

	(a)   General Development of Business

	Art's-Way Manufacturing Co., Inc. (the "Company" or "Art's-Way")
      began operations as a farm equipment manufacturer in 1956.  Its
      manufacturing plant is located in Armstrong, Iowa.

	During the past five years, the business of the Company has
      remained substantially the same.

	(b)   Financial Information About Industry Segments

	In accordance with accounting principles, generally accepted
      in the United States of America, Art's-Way has only one industry
      segment, metal fabrication.

	(c)   Narrative Description of Business

	The Company manufactures specialized farm machinery under its own
      and private labels.

	Equipment manufactured by the Company under its own label includes:
 portable and stationary animal feed processing equipment and related
 attachments used to mill and mix feed grains into custom animal
	feed rations; a high bulk mixing wagon to mix animal feeds
 containing silage, hay and grain; a line of mowers, stalk shredders;
 minimum till seed bed preparation equipment; sugar beet and potato
 harvesting equipment; a line of land maintenance equipment,
 a line of grain wagons, edible bean equipment, grain drill equipment
	and hi-dump wagons.

 Private label manufacturing of farm equipment accounted for 31%, 30%,
 and 43% of total sales for the years ended November 30, 2000, 1999
 and 1998 respectively. The Company estimates private label
 manufacturing for the next twelve months to be approximately 28% of
 sales.

	Art's-Way labeled products are sold through farm equipment dealers
 throughout the United States. There is no contractual relationship
 with these dealers to distribute our products and dealers may sell
 a competitor's product line but are discouraged from doing so.

	Raw materials are acquired from domestic sources and normally are
 readily available.

	The Company maintains patents and manufacturing rights on several
 of its products covering unique aspects of design and has trademarks
 covering product identification.  Royalties are paid by the Company
 for use of certain manufacturing rights.  The validity of its patents
 has not been judicially determined and no assurance can be given as
 to the extent of the protection that the patents afford. In the
 opinion of the Company, its patents, trademarks and licenses are of
 value in securing and retaining business. The Company currently has
 three patents that expire in various years beginning in 2001 through
 2012. The Company believes that patents expiring in 2001 will have
 no effect on the Company's business.

	The Company's agricultural products are seasonal; however, with
 recent additional product purchases and the development of mowers,
 shredders, beet and potato harvesting machinery, coupled
 with private labeled products, the impact of seasonality has been
 decreased because the peak periods occur at different times. In
 common with other manufacturers in the farm equipment industry,
 the Company's business is affected by factors peculiar to the farm
 equipment field, including items such as fluctuations in farm
	income resulting from commodity prices, crop damage caused by
	weather and insects, government farm programs, and other
	unpredictable variables such as interest rates.

	The farm equipment industry has a history of carrying significant
 inventory at dealers locations. The Company's beet, shredder and
 potato product lines are sold with extended payment terms, however,
	the remainder of the product lines are normally sold with 30 day
	terms.

	The Company has an OEM supplier agreement with Case Corporation.
	Under the OEM agreement the Company has agreed to supply Case's
	requirements for certain feed processing, tillage equipment and
	service parts under Case's label. The agreement has no minimum
	requirements and can be cancelled upon certain conditions.
	For the years ended November 30, 2000, 1999 and 1998,
	sales to Case aggregated approximately 22%, 30%, and 40%
	of total sales, respectively.

	The backlog of orders on February 9, 2001 was approximately
 $1,900,000 compared to approximately $5,000,000 a year ago. The
 decrease is a combination of Art's-Way branded products and
 OEM products. The order backlog is expected to be shipped
	during the current fiscal year.

	The Company currently does no business with any local, state or
 federal government agencies.

	The feed processing products, including private labeled units,
 compete with similar products of many other manufacturers. There
 are estimated to be more than 20 competitors producing similar
 products although total market statistics are not available. The
 Company's products are competitively priced with greater diversity
 than most competitor product lines.  Beet harvesting equipment is
 manufactured by four companies that have a significant impact on the
 market. The Company's share of this market is estimated to be
 about 55%.  Other products such as mowers, shredders, grain drills
 and grain wagons are manufactured by approximately 25 other companies;
 however, the Company believes its products are competitively priced
	and their quality and performance are above average in a market
	where price, product performance and quality are principal elements.

	The Company is engaged in experimental work on a continual basis
 to improve the present products and create new products. Research
 costs for the current fiscal year were primarily expended on the
 development of a new potato harvester and the continuing development
 of beet harvesting equipment. All research costs are expensed as
 incurred. Such costs approximated $302,000, $310,000 and $385,000
 for the years ended November 30, 2000, 1999 and 1998, respectively.
 (See also Note 1 to the Financial Statements).

	The Company is subject to various federal, state and local laws and
 regulations pertaining to environmental protection and the discharge
 of materials into the environment. The Company does not anticipate
 that they will have future expenses or capital expenditures relating
 to compliance with such regulations.

	During the year ended November 30, 2000, the Company had peak
 employment of 137 full-time employees,of which 107 were factory
 and production employees, 10 were engineers and engineering draftsman,
 17 were administrative employees and 3 were in sales and sales
 management. Employee levels tend to fluctuate based upon the
 seasonality of the product line.

	The Company's employees are not unionized. There has been no work
 stoppage in the Company's history and no stoppage is, or has been,
 threatened.  The Company believes its relationship with its employees
 is good.

	(d)   Financial Information about Foreign and Domestic Operation
            and Export Sales

	The Company has no foreign operations; its export sales, primarily
 to Canada, accounted for less than 1% of sales and less than 1%
 of operating loss in the years ended November 30, 2000, 1999
	and 1998.

Item 2.  Properties

	The existing executive offices, production and warehousing
 facilities of Art's-Way are built of hollow clay block/concrete
 and contain approximately 240,000 square feet of usable space.
 Most of these facilities have been constructed since 1965 and
 are in good condition. The Company owns approximately 132
 acres of land west of Armstrong, Iowa, which includes the factory
 and inventory storage space.  The Company currently leases excess
 land to third parties for farming.

Item 3.  Legal Proceedings

	Various legal actions and claims are pending against the Company
 consisting of ordinary routine litigation incidental to the
 business.  In the opinion of management, adequate provisions
 have been made in the accompanying financial statements for
 all pending legal actions and other claims. (See also Note 10
 to Financial Statements.)

Item 4.  Submission of Matters to a Vote of Security Holders

	Not Applicable.

                                PART II

Item 5.  Market for the Registrant's Common Stock and Related Security
         Holder Matters

	(a) Price Range of Common Stock

                          Per Share Common Stock Bid Prices by Quarter

                           Year Ended      		Year Ended
                        November 30,2000      	   November 30, 1999
                           High    Low      		High     Low
       First Quarter       4.219   3.500              5.875    5.000
       Second Quarter      4.125   3.000              5.250    4.000
       Third Quarter       4.000   3.250    	         5.375    3.750
       Fourth Quarter      3.500   3.000              4.250    3.000

The Common Stock trades on The NASDAQ Small Cap Stock Market under the
symbol ARTW. The range of closing bid prices shown above is as reported
by Small Cap NASDAQ.The quotations shown reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not necessarily
represent actual transactions.

(b)   Approximate Number of Equity Security Holders

                                        Approximate number of
          Title of Class     Round Lot Shareholders as of February 12,2001
        Common Stock, $.01
            Par Value                        400

(c)   Dividend Policy

Holders of Common Stock of the Company are entitled to a pro rata share of
any dividends as may be declared from time to time from funds available and
to share pro rata in any such distributions available for holders of
Common Stock upon liquidation of the Company. The Company has not paid a
dividend during the past five years.

Item 6.  Selected Financial Statement Data

The following tables set forth certain information concerning the Income
Statements and Balance Sheets of the Company and should be read in
conjunction with the Financial Statements and the notes thereto
appearing elsewhere in this Report.

(a)   Selected Income Statement Data (In Thousands of Dollars,
      Except Per Share Amounts)

                               Year       Year     Year
                               Ended      Ended    Ended
                               Nov. 30   Nov. 30, Nov. 30,
                                2000      1999     1998
  Net Sales                    $14,229   $17,227  $23,633
  Net Income (Loss)            $(2,166)  $  (630) $  (324)
  Income (Loss)
   Per Share:
    Basic                      $ (1.72)  $  (.50) $  (.26)
    Diluted                    $ (1.72)  $  (.50) $  (.26)
  Common Shares
  and Equivalents
  Outstanding:
    Basic                     1,256,351 1,248,456 1,245,931
    Diluted                   1,256,351 1,248,456 1,245,931

(a)   Selected Balance Sheet  Data (In Thousands of Dollars, Except Per
      Share Amounts)
                               Nov.30,    Nov.30      Nov.30
                                2000       1999        1998
  Total Assets                 $10,707    $15,078     $16,854
  Long-Term Debt               $   345    $   420     $ 2,160
  Dividends Per Share          $   .00    $   .00     $   .00

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

The following Management's Discussion and Analysis of Financial Condition
and Results of Operations may be deemed to include forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, that involve risk and uncertainty. Although the
Company believes that its expectations are based on reasonable assumptions,
it can give no assurance that its expectations will be achieved.
The important factors that could cause actual results to differ
materially from those in the forward-looking statements below
("Cautionary Statements") include the Company's degree of financial
leverage, the factors described in Item 1(c) of this report, risks
associated with acquisitions and in the integration thereof, risks
associated with supplier/OEM agreements, dependence upon the farm
economy and the impact of competitive services and pricing, as
well as other risks referenced from time to time in the Company's
filings with the SEC. All subsequent written and oral forward-
looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by the
Cautionary Statements. The Company does not undertake any
obligation to release publicly any revisions to such forward-looking
statements to reflect events or circumstances after the date
of this report or to reflect the occurrence of unanticipated events.

The following discussion and analysis of financial condition
and results of operations of the Company are based on the
Financial Statements and the notes thereto included herein.

(a) and (b)   Liquidity and Capital Resources

Twelve months ended November 30, 2000

The Company's main source of funds was a reduction in accounts
receivable and inventories. The accounts receivable decrease
results primarily from the lower sales volume. The decrease in
inventories results from the lower sales volume combined with
concentrated efforts to reduce inventory levels. The positive
cash flow from operations allowed for the reduction
in bank borrowings. There were no capital expenditures during
the fiscal year ended November 30, 2000.

Twelve months ended November 30, 1999

The Company's main source of funds was a reduction in accounts
receivable and inventories. The accounts receivable decrease
results primarily from the lower sales volume. The decrease in
inventories results from the lower sales volume offset partially by
the acquisition of new product lines in fiscal year 1999. The
positive cash flow from operations allowed for the reduction in
bank borrowings. Capital expenditures were entirely for production
equipment.

Twelve months ended November 30, 1998

The Company's main source of funds was additional bank borrowings. The
main uses of funds by operating activities were increases in accounts
receivable and inventory. The accounts receivable increase results from
a slower payment pattern for our own branded equipment which increased
the days outstanding from 54 days to 58 days. Inventory increased due
primarily to Case tillage equipment production scheduled for December
1998. Expenditures for capital equipment were $518,000 including
$300,000 to upgrade computer hardware and software. The balance of the
expenditures was spent on production equipment.

Capital Resources

The Company has a loan agreement with a bank that provides for a
revolving line of credit and a long-term loan.

The revolving line of credit allows for borrowings up to $4,500,000
subject to borrowing base percentages on the Company's accounts receivable
and inventory, and allowing for letters of credit for $100,000.
At November 30, 2000 the Company has borrowed $2,552,183 and has
$100,000 in outstanding letters of credit. At November 30, 1999 the
Company had borrowed $3,648,888 and had $100,000 in outstanding letters
of credit. At November 30, 2000 and 1999, $212,000 and $182,000 were
available for borrowings, respectively. The interest rate is
based on the bank's referenced rate and is variable based upon certain
performance objectives with a maximum of plus 3.00% of the referenced
rate and a minimum of plus zero (12.50% at November 30, 2000).

The long-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 April 2001.

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, of their credit facility and
installment promissory note. 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 long-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 long term loan amounting to
$4,383,825 at August 31, 2000 were due and payable on August 31, 2000.

On August 31, 2000 the loan agreement was amended and the lender
agreed not to exercise its rights and remedies under the loan
agreement until October 15, 2000 and to extend the maturity date
of the loan agreement to October 15, 2000.

Effective October 15, 2000 the loan agreement was amended. As part
of this amendment, the lender agreed not to exercise its rights and
remedies under the loan agreement unless there was a future event
of default or January 15, 2001 passed, whichever occured earlier.
The amendment also extended the maturity date of the loan agreement
to January 15, 2001.

Effective January 15, 2001 the loan agreement was amended. As part
of this amendment, the lender agreed not to exercise its rights
and remedies under the loan agreement unless there was a future
event of default or February 15, 2001 passed, whichever occurred
earlier. The amendment also extended the maturity date of the
loan agreement to February 15, 2001.

Effective February 15, 2001 the loan agreement was amended. As part
of this amendment, the lender agreed not to exercise its rights
and remedies under the loan agreement unless there is a future
event of default or April 15, 2001 passes, whichever occurs
earlier. The amendment also extended the maturity date of the
loan agreement to April 15, 2001.

The Company continues to pursue financing with other lending
institutions and explore different alternate financing arrangements.
Lending institutions are reluctant to expand their loan
portfolios in the agriculture sector of the economy until the
depressed state of the farm economy improves. In addition, the
size of the loan is difficult to place as the loan required is too
large and specialized for many local lenders and too small for
the regional and national lenders.

While the Company believes a new credit facility will be obtained,
there is no assurance of such. If the Company is unable to obtain
a new credit facility prior to the expiration of its existing
facility on April 15, 2001, it will be unable to repay its out-
standing balance due April 15, 2001.

The Company's current ratio and its working capital are as shown in the
following table:

                        November 30, November 30, November 30,
                            2000          1999       1998
Current Assets          $8,610,676  $11,910,297  $14,131,370
Current Liabilities     $6,308,381  $ 8,438,446  $ 7,884,736
Working Capital         $2,302,295  $ 3,471,851  $ 6,246,634

Current Ratio                1.4          1.4        1.8

The Company believes the funding expected to be generated from operations
and provided by the new credit facility when established, and its
existing borrowing capacity will be sufficient to meet working capital
and capital investment needs.

(c)   Results of Operations

Twelve months ended November 30, 2000 compared to the twelve months
ended November 30, 1999

Revenue decreased 17% to $14,229,000 from $17,227,000 while the
Company recorded a net loss of $2,166,000 ($1.72 per share) compared
to a net loss of $630,000 ($.50 per share) in the prior year.
Revenues from Art's-Way branded products were down 18% while
OEM sales decreased 16%. The reduction in sales reflects the
continuing weakness in the farm economy. The agricultural niche
markets the Company serves were all hit very hard by declining
prices in both livestock and commodities. The sugar beet industry
has suffered from over production and increasing competition
from the sugar cane industry and competition from foreign sources.
These market situations and a general lack of confidence by
U.S. farmers in the direction the U.S. agricultural industry
will move has adversely affected the Company. The one main area
of good activity was the cattle industry where increased demand
for beef caused an increase in beef cattle prices, which
resulted in good demand for our feed processing equipment.

Gross profit as a percent of sales decreased from 23% for the
year ended November 30, 1999 to 17% for the year ended
November 30, 2000. This decrease was primarily due to selling
old inventory at distressed prices and a $780,000 inventory
valuation writedown to realign the inventory values to current
market conditions in the agricultural industry. Manufacturing
costs were approximately $1,000,000 lower in fiscal year 2000
than in 1999 due to the cost reduction measures implemented
December 1, 1999.

Operating expenses were down $675,000 from the previous year
even after recognizing approximately $189,000 in bad debt
expense associated with customers struggling or going out of
business in the distressed agriculture economy. This reduction
in operating expenses was due to the cost reduction measures
implemented December 1, 1999.

Other deductions decreased slightly from the previous year.
Interest on lower bank borrowings was offset by higher interest
rates. Lower costs on the Company's program to offer floor
plan financing to our larger dealers reflects the reduced
sales levels.

The Company has implemented cost reduction programs that have
reduced its work force from 123 to 97, which, when combined
with other cost reductions, will reduce manufacturing and
operating overhead by approximately $1,200,000. Other cost
reductions include reduced manufacturing costs accomplished
through manufacturing efficiency improvement programs,
reduced warranty costs accomplished through quality programs
and other variable cost controlling initiatives. The
Company is now structured to be more market responsive and
profitable. Additionally, there are opportunities to supply
major OEM's with their branded products and to build
component parts for other manufacturing companies. These
actions will serve to return the Company to profitability
in fiscal year 2001.

The Company believes the current farm economy has reduced
the number of our competitors, our core business has
bottomed out and, with our diversification efforts, feel
we are now positioned to move back to a growth mode.

Twelve months ended November 30, 1999 compared to the twelve
months ended November 30, 1998

Revenue decreased 27% to $17,200,000 from $23,600,000 while
the Company recorded a net loss of $630,000 ($.50 per share)
compared to a net loss of $324,000 ($.26 per share) in the
prior year. Revenues from Art's-Way branded products were
down 12% while OEM sales decreased 93%. The Art's-Way
reduction in revenue resulted from lower demand for Art's-Way
branded products. The OEM reduction in revenue was primarily
the result of the Company's large OEM customer instituting
inventory reduction programs due to the distressed agriculture
economy.

Gross profit percent improved from 21% in 1998 to 24% in 1999
mainly due to the higher proportion of Art's-Way branded
products, which generally carry a higher standard margin,
combined with improved manufacturing efficiencies.

Operating expenses were down $590,000 from the previous year.
Lower engineering expenses reflect less new product
development costs, lower selling expenses reflect lower
level of sales, while lower general and administrative
expenses in 1999 reflect a significant increase in bad
debt reserve in 1998 to cover the adverse potato market
conditions. Overall, operating expenses as a percentage
of sales increased from 20% in 1998 to 24% in 1999.

A lower level of borrowings resulted in lower interest
costs. Other expenses decreased $74,000. Higher costs on
the Company's program to offer floor plan financing to
our larger dealers through a third party was offset by
a debt forgiveness on some of the Company's State of
Iowa Community Development Block Grant loans. The EDSA
loan agreement provided that if the Company met certain
contract obligations in regard to job creation/retention,
demonstrating 51% benefit to low and moderate-income
individuals and investment, $100,000 of the debt would be
forgiven. Upon compliance with this provision during
1999, the Company's long-term borrowings of $100,000
were forgiven and included in other income.

Utilization of Deferred Tax Assets

The Company has established a deferred tax asset valuation
allowance of approximately $1,258,000 and $166,000 at
November 30, 2000 and 1999 respectively, due to the
uncertainty of realizing various NOL and tax credit
carryforwards. There was no valuation allowance for deferred
tax assets at November 30, 1998. In assessing the
realizability of deferred tax assets for these
years, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not
be realized. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income
during the periods in which those temporary differences
become deductible. Based upon the reversal of deferred tax
liabilities, the expiration dates of tax credits and carry-
forwards and projected future taxable income, management
believes it is more likely than not the Company will realize
the benefits of the November 30, 2000 net deferred tax assets.
See also Note 9 to the Financial Statements.

(d) Effect of New Accounting Standards

The Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities, as
amended," which establishes accounting and reporting standards
for derivative instruments. SFAS 133 requires that all
derivatives be recognized in the balance sheet and measured
at fair value, and is not effective for the Company until
January 1, 2001. The Company is in the process of evaluating
the potential impact of this standard, but believes that it
will be immaterial to its financial position and results of
operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk, primarily from changes
in interest rates, associated with the variable rates on its
debt and its accounts receivable financing.

Item 8.  Financial Statements and Supplemental Data

Financial Statements and Supplemental Data for the years ended
November 30, 2000, 1999 and 1998, are presented
in a separate section of this Report following Part IV.

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.

Not Applicable.

                               PART III

Item 10.   Directors and Executive Officers

The information required by Item 10 is incorporated by reference from
the definitive Proxy Statement to be filed, pursuant to Regulation 14A,
within 120 days after November 30, 2000 and is included as Exhibit 99.1
hereto and incorporated herein by this reference.

Item 11.  Executive Compensation

The information required by Item 10 is incorporated by reference from
the definitive Proxy Statement to be filed pursuant to Regulation 14A,
within 120 days after November 30, 2000 and is included as Exhibit
99.1 hereto and incorporated herein by this reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information required by Item 10 is incorporated by reference from
the definitive Proxy Statement to be filed pursuant to Regulation 14A,
within 120 days after November 30, 2000 and is included as Exhibit
99.1 hereto and incorporated herein by this reference.

Item 13.  Certain Relationships and Related Transactions

The information required by Item 10 is incorporated by reference from
the definitive Proxy Statement to be filed pursuant to Regulation 14A,
within 120 days after November 30, 2000 and is included as Exhibit
99.1 hereto and incorporated herein by this reference.

                                 PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K:

  (a)   Index to Financial Statements and Schedules

See index to financial statements and supporting schedules on page F-2.

  (b)   Reports on Form 8-K

No current Reports on Form 8-K have been filed during the last fiscal
quarter of the period covered by this Report.

  (c)   Index to Exhibits

  Any exhibits filed with Securities and Exchange Commission will be
  supplied upon written request of William T. Green, Executive
  Vice President, Finance, Art's-Way Manufacturing Co., Inc.,
  Highway 9 West, Armstrong, Iowa 50514.  A charge will be made to
  cover copying costs.  See Exhibit Index below.

                     Exhibits Required to be Filed

  Number                         Exhibit Description

    2          Agreement and Plan of Merger for Reincorporation of
               Company in Delaware. Incorporated by reference to
               Exhibit 2 of Annual Report on Form 10-K for the year
               ended May 27, 1989.

    3          Certificate of Incorporation and By-laws for Art's-Way
               Manufacturing Co., Inc.  Incorporated by reference to
               Exhibit 3 of Annual Report on Form 10-K for the year
               ended May 27, 1989.

   10          Incorporated by reference are the Material Contracts
               filed as Exhibit 10 of the Annual Report on Form 10-K
               for the fiscal year ended May 30, 1981.

   10.1        Art's-Way Manufacturing Co., Inc. 401 (k) Savings Plan.
               Incorporated by reference to Exhibit 28 (a) to the
               Art's-Way Manufacturing Co., Inc.  Registration Statement
               on Form S-8 filed on October 23, 1992.

   10.2        Art's-Way Manufacturing Co., Inc. Employee Stock Option
               Plan (1991).  Incorporated by reference to Exhibit "A"
               to Proxy Statement for Annual Meeting of Stockholders
               held on October 15, 1991.

   10.3        Art's-Way Manufacturing Co., Inc. Director Stock Option
               Plan (1991).  Incorporated by reference to Exhibit "B"
               to Proxy Statement for Annual Meeting of Stockholders
               held on October 15, 1991.

   10.4        Asset Purchase Agreement between the Company and J. Ward
               McConnell, Jr., and  Logan Harvesters, Inc.  Incorporated
               by reference to Current Report on Form 8-K dated September
               6, 1996.

   99.1        Proxy Statement for 2000 Annual Meeting to be filed on or
               before 120 days after November 30, 2000.


                         INDEPENDENT AUDITORS' REPORT


The Board of Directors
Art's-Way Manufacturing Co., Inc.:


We have audited the accompanying financial statements of
Art's-Way Manufacturing Co., Inc. (the Company) as listed in the
accompanying index on page F-2. In connection with our audits of
the financial statements, we have also audited the financial statement
schedules as listed in the accompanying index.  These financial
statements and financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.   Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Company at November 30, 2000 and 1999, and the results of its
operations and its cash flows for the years ended November 30, 2000,
1999 and 1998, in conformity with accounting principles generally
accepted in the United States of America.  Also in our opinion,
the related financial statement schedule, when considered in
relation to the financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 14 to the financial statements, the Company has suffered
recurring losses from operations and has an approaching debt
maturity date that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are described in Note 14. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.

		                   	KPMG LLP


Omaha, Nebraska
January 12, 2001, except
as to note 14, which is
as of February 23, 2001


                       ART'S-WAY MANUFACTURING CO., INC.

                         INDEX TO FINANCIAL STATEMENTS
                       AND FINANCIAL STATEMENT SCHEDULE


FINANCIAL STATEMENTS

Statements of Operations -
    Years ended November 30, 2000, 1999 and 1998, .................     F-3

Balance Sheets -
    November 30, 2000 and 1999 ....................................   F-4 - F-5

Statements of Stockholders' Equity -
    Years ended November 30, 2000, 1999and 1998 ...................     F-6

Statement of Cash Flows -
    Years ended November 30, 2000,1999 and 1998 ...................     F-7

Notes to Financial Statements -
    Years ended November 30, 2000, 1999 and 1998...................  F-8 - F-17

SCHEDULE SUPPORTING FINANCIAL STATEMENTS

    Schedule VII  -  Valuation and Qualifying Accounts.............     S-1


All other schedules have been omitted as the required information is not
applicable or the information is included in the financial statements
or related notes.


                       ART'S-WAY MANUFACTURING CO., INC.
                           STATEMENTS OF OPERATIONS


       		                        YEARS ENDED
  		                November 30,  November 30,   November 30,
		                      2000	         1999	          1998

NET SALES	            $14,229,178  $ 17,226,760   $23,632,927
COST OF GOODS SOLD     11,867,404    13,299,177    18,636,315

GROSS PROFIT            2,361,774     3,927,583     4,996,612

EXPENSES:
 Engineering	          	  439,511       439,666      632,541
 Selling	                 701,289     1,234,599    1,463,497
 General and
   administrative	      2,128,164     2,269,710    2,632,512
     Total expenses     3,268,964     3,943,975    4,728,550

LOSS FROM OPERATIONS     (907,190)      (16,392)     268,062

OTHER DEDUCTIONS:
    Interest expense   	 (559,785)     (525,237)    (558,988)
    Other	               (148,454)     (196,544)    (270,397)
     Net deductions      (708,239)     (721,781)    (829,385)

LOSS BEFORE
  INCOME TAXES	        (1,615,429)     (738,173)    (561,323)

INCOME TAX  EXPENSE
 (BENEFIT)                550,557      (108,247)    (237,435)

NET LOSS              $(2,165,986)    $(629,926)   $(323,888)

LOSS PER SHARE
  Basic                 $  (1.72)     $   (0.50)   $   (0.26)
  Diluted                  (1.72)         (0.50)       (0.26)

COMMON SHARES AND
 EQUIVALENT OUTSTANDING:
  Basic               1,256,351        1,248,456     1,245,931
  Diluted             1,256,351        1,248,456     1,245,931

See accompanying notes to financial statements.


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

                                       November 30,     November 30,
      		                                  2000	       	   1999
ASSETS

CURRENT ASSETS:
 Cash                         	       $     4,375      $    273,303
 Accounts receivable-customers,
    net of allowance for doubtful accounts
    of $76,303 and $223,696
    in 2000 and 1999
    respectively                         1,331,308         2,461,502
 Inventories                             7,184,324         9,074,812
 Other current assets                       90,669           100,680

     Total current assets                8,610,676        11,910,297

PROPERTY, PLANT AND EQUIPMENT,
 at cost                                10,603,061        10,627,792
   Less accumulated depreciation         8,569,234         8,073,069

   Net property, plant and equipment 	   2,033,827         2,554,723

DEFERRED INCOME TAXES		                     62,900           613,457

        TOTAL	                      $   10,707,403     $  15,078,477

See accompanying notes to financial statements.



      		                               November 30,      November 30,
	                                         2000		            1999
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable to bank                 $ 2,552,183       $ 3,648,888
  Current portion of long-term debt       1,355,023         1,640,101
  Accounts payable                        1,286,643         2,113,168
  Customer deposits                         127,196           119,861
  Accrued expenses                          987,336           916,428

    Total current liabilities	            6,308,381         8,438,446

LONG-TERM DEBT, excluding current
    portion                                 344,609           419,632

         Total liabilities                6,652,990         8,858,078

STOCKHOLDERS' EQUITY:
  Common stock - $.01 par value.  Authorized
   5,000,000 shares;
   issued 1,340,778 shares                   13,408            13,408
  Additional paid-in capital              1,559,037         1,559,037
  Retained earnings                       3,291,782         5,457,768
 		                                       4,864,227         7,030,213

  Less cost of common shares in treasury of
   84,427                                   809,814           809,814

      Total stockholders' equity	         4,054,413         6,220,399

      TOTAL	                            $10,707,403       $15,078,477

See accompanying notes to financial statements.


                        ART'S-WAY MANUFACTURING CO., INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998

					      Additional
	          Number of  Stated/   Paid-In   Retained     Treasury
	           Shares   Par Value  Capital   Earnings       Stock     Total
BALANCE, NOVEMBER 30, 1997
          1,245,931  $13,408  $1,618,453 $6,411,582   $(909,749)$7,133,694
  Net Loss              -	          -	     (323,888)       - 	    (323,888)
BALANCE, NOVEMBER 30, 1998
         1,245,931    13,408   1,618,453  6,087,694    (909,749) 6,809,806
 Net Loss	              -           -	     (629,926)       -      (629,926)
 Shares reissued from treasury
           10,420       -        (59,416)      -         99,935     40,519
BALANCE, NOVEMBER 30, 1999
        1,256,351    $13,408  $1,559,037 $5,457,768   $(809,814)$6,220,399
 Net loss               -           -    (2,165,986)       -    (2,165,986)
BALANCE NOVEMBER 30, 2000
        1,256,351    $13,408  $1,559,037 $3,291,782   $(809,814)$4,054,413

See accompanying notes to financial statements.


                          ART'S-WAY MANUFACTURING CO., INC.
                              STATEMENTS OF CASH FLOWS

          			                          YEARS ENDED
			                               Nov.30,    Nov.30,      Nov.30,
                                    2000       1999         1998
CASH FLOWS FROM OPERATIONS:
  Net loss                     $ (2,165,986) $(629,926)  $(323,888)
  Adjustments to reconcile net
  income (loss) to net cash provided
  (used) by operating activities:
  (Gain)loss on sale of property, plant
    and equipment                   (6,616)      (6,650)     6,798
Depreciation and amortization	     517,462      579,931    481,176
Changes in assets and liabilities:
(Increase) decrease in:
 Accounts receivable             1,130,194    1,294,329   (749,994)
 Inventories	                    1,890,488      313,449   (633,792)
 Income taxes recoverable             -          49,000     50,000
 Other current assets               10,011      174,464   (120,969)
Increase (decrease) in:
 Accounts payable	                (826,525)     232,770   (189,186)
 Customer deposits	                  7,335        7,959      5,109
 Accrued expenses                   70,908     (247,843)   374,887
 Deferred income taxes             550,557     (105,015)  (159,145)
Net cash provided (used)
by operating activities          1,177,828    1,662,468 (1,259,004)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
 equipment                           -         (270,801)   (518,445)
Proceeds from sale of property,
 plant and equipment               10,050         6,650       1,850
Net cash provided by (used in)
 investing activities              10,050      (264,151)   (516,595)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments of)
 notes payable to bank	        (1,096,705)     (719,415)  1,196,007
Proceeds from long-term debt         -             -      1,008,800
Principal payments on
 long-term debt                  (360,101)     (459,861)   (424,157)
Proceeds from issuance of common
 stock from treasury	                -           40,519        -
Net cash provided by (used in)
 financing activities	         (1,456,806)   (1,138,757)  1,780,650

Net increase (decrease) in cash  (268,928)      259,560       5,051

Cash at beginning of period       273,303        13,743       8,692

Cash at end of period	        $     4,375       273,303   $  13,743

Supplemental disclosures of cash
 flow information:
Cash paid during the period for:
 Interest	                      $  559,785  $  525,237   $  558,988
 Income taxes	                       4,790       3,952        2,094

See accompanying notes to financial statements.

				ART'S-WAY MANUFACTURING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	NATURE OF BUSINESS

	The Company is primarily engaged in metal fabrication and the
 sale of its products in the agricultural sector of the economy.
 Major products include animal feed processing products, sugar
 beet and potato products, and land maintenance products.
 INVENTORIES

	Inventories are stated at the lower of cost or market, and cost is
 determined using the first-in, first-out (FIFO) method or market.

	PROPERTY, PLANT AND EQUIPMENT

	Property, plant and equipment is recorded at cost.  Depreciation of
 plant and equipment is provided using the straight-line method,
 based on estimated useful lives of the assets which range from three
 to thirty-three years.
 INCOME TAXES

	Income taxes are accounted for under the asset and liability method.
 Deferred tax assets and liabilities are recognized for the estimated
 future tax consequences attributable to differences between the
 financial statement carrying amounts of existing assets
 and liabilities and their respective tax bases and operating losses.
 Deferred tax assets and liabilities are measured using enacted tax
 rates in effect for the year in which those temporary differences
 are expected to be recovered or settled. A valuation allowance is
 established, when necessary, to reduce deferred tax assets to the
 amount expected to be realized.

	RESEARCH AND DEVELOPMENT

	Research and development costs are expensed when incurred.  Such
 costs approximated $302,000, $310,000 and $385,000 for the years
 ended	November 30, 2000, 1999 and 1998 respectively.
 INCOME (LOSS) PER SHARE

	Basic income per common share is computed on the basis of
 weighted average number of common shares. Diluted income
 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 earnings 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 2000, 1999 and 1998,
 the anti-dilutive effect of the Company's stock option plans
	is not included in the calculation of diluted earnings per
	share for those periods.

      TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
      OF LIABILITIES

 The Company has entered into an agreement whereby it can sell
 accounts receivable to a financial institution. The agreement
 provides for the Company to pay monthly interest on the face
 amount of each invoice at a rate of 2.75% over the prime rate
 from the date of the invoice for 180 days, or the date of customer
 payment, whichever occurs first. The buyer is responsible for
 servicing the receivables, and has recourse to the Company for
 receivables outstanding greater than 180 days. Under SFAS No. 125,
 the sale of the receivables are reflected as a reduction of
 trade accounts receivable. At November 30, 2000 and 1999, there
	were $863,000 and $1,419,000, respectively, of receivables
	outstanding which the Company has sold relating to this agreement.

	STOCK BASED COMPENSATION

	The Company accounts for stock options in accordance with the
	provisions of APB Opinion No. 25, Accounting for Stock issued
	to Employees, and related interpretations. As such, compensation
	expense would be recorded on the date of grant only if the
	current market price of the underlying stock exceeded the exercise
	price. Accordingly, the Company has not recognized compensation
	expense for its options granted in the years ended November 30, 2000,
 1999 and 1998. SFAS Statement No. 123, Accounting for Stock-
	Based Compensation, permits entities to recognize as expense
	over the vesting period the fair value of all stock-based awards
	on the date of grant. FASB Statement No. 123 also allows entities
	to continue to apply the provisions of APB Opinion No. 25 and
	provide pro forma net income and income per share disclosure for
	employee stock option grants made in 1996 and future years as if
	the fair-value-based method defined in FASB Statement No. 123
	had been applied. The Company has elected to continue to apply
	the provisions of APB Opinion No. 25 and provide the pro forma
	disclosure provisions of FASB Statement No. 123. See note 7 for
	additional discussion and pro-forma disclosures.

	USE OF ESTIMATES

	Management of the Company has made a number of estimates and
 assumptions related to the reported amount of assets and liabilities,
 reported amount of revenues and expenses, and the disclosure of
 contingent assets and liabilities to prepare these financial
 statements in conformity with generally accepted accounting
 principles. Actual results could differ from those estimates.

	RECLASSIFICATIONS

	Certain amounts in prior year's financial statements and related
	notes have been reclassified to conform to the 2000 presentation.

2.	INVENTORIES

        Major classes of inventory are:
                                          November 30,    November 30,
                                              2000           1999
          Raw materials                   $ 1,054,509      $1,146,456
          Work in process                   2,070,323       3,362,003
          Finished goods                    4,059,492       4,566,353
             Total                         $7,184,324      $9,074,812

3.	PROPERTY, PLANT AND EQUIPMENT

        Major classes of property, plant
         and equipment, at cost, are:      November 30,    November 30,
                                              2000            1999
        Land                               $  180,909     $  180,909
        Buildings and improvements          2,615,573      2,615,573
        Manufacturing machinery and
         equipment                          7,555,774      7,555,774
        Trucks and automobiles                130,923        155,654
        Furniture and fixtures                119,882        119,882
           Total                         $ 10,603,061   $ 10,627,792

4.	ACCRUED EXPENSES

        Major components of accrued expenses are:
                                          November 30,    November 30,
                                             2000            1999
        Salaries, wages and commissions   $  419,941      $ 337,611
        Accrued warranty expense             106,667        100,000
        Other                                460,728        478,817
            Total                         $  987,336     $  916,428

5.	LOAN AND CREDIT AGREEMENTS

	Line of Credit

	The Company has a credit agreement with a bank which allows
 for borrowings up to $4,500,000 subject to borrowing base
 limitations related to the Company's accounts receivable
 and inventory, and allowing for letters of credit for
 $100,000. At November 30, 2000 the Company has borrowed
 $2,552,183 and has $100,000 in outstanding letters of credit.
 At November 30, 1999 the Company had borrowed $3,648,888
 and had $100,000 in outstanding letters of credit. At
 November 30, 2000 and 1999, $212,000 and $182,000 were
 available for borrowings, respectively. The interest rate is
 based on the bank's referenced rate and is variable based
 upon certain performance objectives with a maximum of plus
 3.00% of the referenced rate and a minimum of plus zero
 (12.50% at November 30, 2000).

 The Company also has a long-term loan with the same bank with
 an original principal amount of $1,991,000. The principal
 amount is repayable in monthly installments of $23,700 with
 the remaining balance due February 2001.

 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, of their credit facility
 and installment promissory note. 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 long-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 had
 the right to do so at any time.

 The initial term of the loan expired 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 long term loan amounting to
 $4,383,825 at August 31, 2000 were due and payable on August 31, 2000.

 On August 31, 2000 the loan agreement was amended and the lender
 agreed not to exercise its rights and remedies under the loan
 agreement until October 15, 2000 and to extend the maturity date
 of the loan agreement to October 15, 2000.

 Effective October 15, 2000 the loan agreement was amended. As part
 of this amendment, the lender agreed not to exercise its rights and
 remedies under the loan agreement unless there was a future event
 of default or January 15, 2001 passed, whichever occured earlier.
 The amendment also extended the maturity date of the loan agreement
 to January 15, 2001.

 Effective January 15, 2001 the loan agreement was amended. As part
 of this amendment, the lender agreed not to exercise its rights
 and remedies under the loan agreement unless there was a future
 event of default or February 15, 2001 passed, whichever occurred
 earlier. The amendment also extended the maturity date of the
 loan agreement to February 15, 2001.

 Effective February 15, 2001 the loan agreement was amended. As part
 of this amendment, the lender agreed not to exercise its rights
 and remedies under the loan agreement unless there is a future
 event of default or April 15, 2001 passes, whichever occurs
	earlier. The amendment also extended the maturity date of the
 loan agreement to April 15, 2001.

 While the Company believes a new credit facility will be obtained,
 there is no assurance of such. If the Company is unable to obtain
 a new credit facility prior to the expiration of its existing
 facility on April 15, 2001, it will be unable to repay its
 outstanding balance due April 15, 2001.

	Long-term Debt

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

                                            November 30,     November 30,
                                                2000             1999
   Installment promissory note
   payable in monthly installments
	  of $23,700 plus interest at
	  two and one-half percent
   over the bank's national money market
   rate, (11.00%), secured (a)              $ 1,280,000    $ 1,564,400

   State of Iowa Community Development
   Block Grant promissory notes at
   zero percent interest, maturity
   2006 with quarterly principal
   payments of $11,111                          255,556        300,000

   State of Iowa Community Development
   Block Grant local participation
   promissory notes at 4% interest,
   maturity 2006, with quarterly
   payments of $7,814.                          164,076        195,333


            Total long-term debt              1,699,632      2,059,733

    Less current portion of
     long-term debt                           1,355,023      1,640,101

    Long-term debt, excluding
            current portion                  $  344,609    $   419,632

 (a)  All borrowings under the installment note payable are secured by
 the cash, accounts receivable, inventories and property, plant and
 equipment of the Company. The agreement requires the Company to
 maintain specified ratios, as defined, of debt-to-tangible net worth
 and net cash income to current maturities.  Retained earnings of
	$3,291,782 are restricted and are not available for the payment of
	dividends.

	A summary of the minimum maturities of long-term debt follows:

                               Year           Amount
                               2001        $1,335,023
                               2002           $72,475
                               2003           $72,750
                               2004           $73,034
                         					 2005		         $73,334
                            Thereafter        $53,016

6.    EMPLOYEE BENEFIT PLANS

      The Company sponsors a defined contribution 401(k) savings plan
      which covers substantially all full-time employees who must meet
      eligibility requirements.  Participating employees may contribute
      as salary reductions a minimum of 4% of their compensation up to
      the limit prescribed by the Internal Revenue Code. The Company may
      make matching contributions at a discretionary percent upon the
      approval from the Board of Directors. No contributions were made
      by the Company in the year ended November 30, 2000. Company
      contributions were approximatly $32,000 and $170,000 for the years
      ended November 30, 1999 and 1998 respectively.

7.	STOCK OPTION PLANS

     	Under the 1991 Employee Option Plan, stock options may be granted
      to key employees to purchase shares of common stock of the Company
      at a price not less than its fair market value at the date the
      options are granted. Options granted may be either nonqualified
      or incentive stock options. The option price, vesting period and
      term are set by the Compensation Committee of the Board of Directors
      of the Company. Options for an aggregate of 100,000 shares of common
      stock may be granted. Each option will be for a period of ten years
      and may be exercised at a rate of 25% at the date of grant and 25%
      on the first, second and third anniversary date of the grant on a
      cumulative basis. At November 30, 2000, the Company had
      approximately 72,000 shares available for issuance pursuant to
      subsequent grants.

     	Under the 1991 Director Option Plan, options may be granted to
      nonemployee directors at a price not less than fair market value
      at the date the options are granted. Nonemployee directors who have
      served for at least one year are automatically granted options to
      purchase 5,000 common shares. Options granted are nonqualified stock
      options. The option price, vesting period and term are set by the
     	Compensation Committee of the Board of Directors of the Company.
      Options for an aggregate of 45,000 common shares may be granted
      under the Plan. Each option will be for a period of ten years and
      may be exercised at a rate of 25% at the date of grant and 25% on
      the first, second and third anniversary date of the grant on a
      cumulative basis. At November 30, 2000, the Company had
      approximately 20,000 shares available for issuance pursuant to
      subsequent grants.

	A summary of changes in the stock option plans is as follows:

                                     Nov. 30,    Nov. 30,  Nov. 30,
                                       2000        1999     1998
       Options outstanding at
        beginning of period            51,500    103,078    92,552

       Granted                           -          -       10,526

       Canceled or other disposition   (5,000)   (51,578)     -

      Options outstanding at
       end of period                   46,500     51,500   103,078

      Options price range
       for the period                $6.000       $6.000     $4.750
                                       to           to         to
                                    $10.375      $10.375    $10.375
      Options exercisable at end
        of period                    46,500       50,250     77,420

At November 30, 2000 and 1999,the weighted-average remaining contractual life of
options outstanding was 2.4 years and 3.2 years respectively and the weighted
average exercise price was $8.27 and $8.47 respectively. The weighted average
exercise price for options exercisable at November 30, 2000 was $8.27.

The per share weighted-average fair value of stock options granted during the
years ended November 30, 2000, 1999 and 1998, was $4.73, $4.64, and $4.07
respectively, on the date of grant using the Black Scholes option-pricing
model with the following weighted-average assumptions: November 30, 2000 -
expected dividend yield 0.0%, risk-free interest rate of 5.65%, expected
volatility factor of 29.36%, and an expected life of 10 years; November 30,
1999 - expected dividend yield 0.0%, risk-free interest rate of 6.10%,
expected volatility factor of 37.02% and an expected life of 10 years;
November 30, 1998 - expected dividend yield 0.0%, risk-free interest rate
of 4.83%, expected volatility factor of 36.55% and an expected life of 10
years.

Since the Company applies APB Opinion No. 25 in accounting for its
plans, no compensation cost has been recognized for its stock options
in the financial statements. Had the Company recorded compensation
cost based on the fair value at the grant date for its
stock options under SFAS Statement No. 123, the Company's net loss
and loss per share would have been reduced to the pro forma amounts
indicated below:

           			           November 30,  November 30, November 30,
				                        2000	         1999	         1998
   Net loss
           As reported    $(2,165,986)  $(629,926)   $(323,888)
	        	 Pro forma	     $(2,169,855)  $(633,630)   $(355,947)

     Diluted loss
       per share
	      As reported	         $(1.72)      $(.50)      $(.26)
      	Pro forma	           $(1.73)      $(.51)	     $(.29)

8.   LEASES

	The Company has several noncancelable operating leases, primarily for
	warehouse facilities, that expire over the next five years. These
	leases generally contain renewal options for one-year periods. Rental
	expense for operating leases during 2000, 1999 and 1998 was $34,192,
 $25,959 and $24,138, respectively.

	Future minimum lease payments under noncancelable operating leases
	as of November 30, 2000 are:

	Year ending November 30,
          		2001                     $ 45,242
            2002                        5,943
            2003                        6,207
            2004                        2,586

In the ordinary course of business, the Company expects to renew or
replace these leases as they expire.


9.   INCOME TAXES

Total income tax expense (benefit) for the years ended November 30, 2000,
1999 and 1998, consists of the following:

                              November 30, November 30, November 30,
                                 2000          1999        1998
           Current:
            Federal           $    -          (3,232)   $ (78,290)
            State                  -             -           -
                                   -          (3,232)     (78,290)

           Deferred:
           Federal           $ 550,557      (105,015)    (159,145)
            State                  -             -            -
                               550,557      (105,015)    (159,145)

                             $ 550,557      (108,247)   $(237,435)

The reconciliation of the statutory Federal income tax rate and the
effective tax rate are as follows:

                                Nov. 30,     Nov. 30,     Nov. 30,
                                 2000         1999         1998
    Statutory Federal
      income tax rate           (34.0%)        (34.0%)    (34.0%)

     Increase(decrease)due to:
      State income taxes,
      net of Federal income
      tax benefit                  -             -           -
     Research development
      and state tax
      credits                      -           (1.0)      (12.1)
	Change in
      valuation allowance       67.6           22.5         -
      Other-net                   .5           (2.2)       3.8
                                34.1%         (14.7%)    (42.3%)

Tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liability at
November 30, 2000, 1999 and 1998 are presented below:

                              Nov. 30,     Nov. 30,  Nov. 30,
                                2000          1999     1998
    Deferred tax assets:
     Net operating loss
      carryforward          $526,301       217,039     $41,608
     Tax credits             150,969       154,417     117,278
    Accrued expenses         121,522       128,495     129,336
    Inventory
     capitalization          275,779       333,570     274,536
    Asset reserves           365,565        89,384      86,633

    Total deferred
     tax assets            1,440,136       922,905     649,391
    Less valuation
      allowance            1,257,819       166,356        -
    Net deferred tax
        assets               182,317       756,549     649,391
    Deferred tax
     liability
    Depreciation             119,417       143,092     140,949

   Net deferred
     tax assets             $ 62,900       613,457    $508,442


For tax purposes, the Company has available at November 30, 2000
net operating loss ("NOL") carryforwards of approximately $1,665,797
which will begin to expire in the year 2013. The Company also
has approximately $110,000 of research and development credits
and $40,000 of state tax credits which begin to expire in the
year 2007 and 2008, respectively.

The Company has established a deferred tax asset valuation
allowance of approximately $1,258,000 at November 30, 2000, due
to the uncertainty of realizing the majority of the deferred
tax assets. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible.
Based upon the reversal of deferred tax liabilities, the expiration
dates of tax credits and carryforwards and projected future taxable
income, management believes it is more likely than not the
Company will realize the benefits of the November 30, 2000 net
deferred tax assets.

10. LITIGATION AND CONTINGENCIES

Various legal actions and claims are pending against the Company.
In the opinion of management and outside counsel, adequate
provisions have been made in the accompanying financial statements
for all pending legal actions and other claims.

11. ASSET ACQUISITIONS

During 1999, the Company entered into an agreement to purchase
certain fixed assets and inventory from United Farm Tools, Inc.
relating to the manufacture and distribution of shredders,
edible bean cutters and hi dump wagons. The total purchase was
approximately $384,000.

12. CREDIT CONCENTRATION

The Company is primarily engaged in metal fabrication and the sale
of its products in the agricultural sector of the economy. Major
products include animal feed processing products, sugar beet and
potato products, and land maintenance products.

The Company's sales to one major original equipment manufacturer
were $3,192,642, $4,169,508 and $8,116,655 for the years ended
November 30, 2000, 1999 and 1998, respectively. Accounts receivable
from this customer are unsecured. Accounts receivable from this
customer were $217,180, $637,798 and $1,449,944 at November 30, 2000,
1999 and 1998, respectively.

13. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, Disclosures about Fair Value of Financial
Instruments, defines fair value of a financial instrument as the
amount at which the instrument could be exchanged in a current
transaction between willing parties.  At November 30, 2000 and
1999, the carrying amount approximates fair value for cash
and cash equivalents, accounts receivable, accounts payable, notes
payable to bank, long-term debt and other current liabilities.

The carrying amount of cash and cash equivalents, accounts receivable,
accounts payable, notes payable to bank and accrued expenses
approximates fair value because of the short maturity of these
instruments. The fair values of each of the Company's long-term debt
instruments also approximates fair value because the interest rate
is variable as it is tied to the bank's national money market rate.

14. SUBSEQUENT EVENT

The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As
discussed in note 5, the Company has significant borrowings that
require compliance with a financial covenant, the fixed maturity
coverage ratio ("covenant"), at year-end November 30, 2000, and
these same borrowings have a maturity date subsequent to year-end
of February 15, 2001.

As a result of annual recurring net losses, the Company is not in
compliance with the covenant at years ended November 30, 2000 and
1999, and the Company has not been able to secure any new financing
alternatives with other lenders. However, at February 15, 2001 the
Company has requested and received from the bank a waiver of the
covenant and an extension of the loan maturity date to April 15,
2001. If the Company is unable to secure new financing before
this extended date of April 15, 2001, the Company will be unable
to pay its outstanding balance due unless the current lender
grants another extension.

Lending institutions are reluctant to expand their loan portfolios
in the agriculture sector of the economy until the depressed
state of the farm economy improves. In addition, the size of the
loan is difficult to place as the loan required is too large and
specialized for many local lenders and too small for the regional
and national lenders. The Board of Directors and Management have
been and continue to explore various financing alternatives
including, but not limited to, asset based lending arrangments,
convertible debentures and venture capitalist arrangements.
Although no assurances can be given, the Company expects that a
financing alternative will be negotiated and completed during
the fiscal year 2001. The continuation as a going concern is
dependent upon the ability to successfully establish the necessary
financing arrangement and to comply with the terms thereof.

                                   Signatures
Pursuant to the requirements of Section 13 or 15(d) 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 on
February 23, 2001

ART'S-WAY MANUFACTURING CO., INC.


By: James L. Koley                 By: William T. Green
     Chairman of the Board            Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

______________________________                           February 23,2001
     James L. Koley             Chairman of the Board         Date
                                     and Director

______________________________                           February 23,2001
     David R. Castle                Director                 Date

______________________________                           February 23,2001
    George A. Cavanaugh, Jr.        Director                 Date

______________________________                           February 23,2001
    Donald A. Cimpl                 Director                 Date

______________________________                           February 23,2001
    Douglas McClellan               Director                 Date

_____________________________                            February 23,2001
 J. Ward McConnell, Jr.             Director                 Date



ART'S-WAY MANUFACTURING CO., INC.		          	Schedule VII
VALUATION AND QUALIFYING ACCOUNTS



	            Allowance for Doubtful Accounts


Balance, November 30, 1997                              $ 31,000

Additions:
    Charged to Operating Expenses         $174,000

Deduct:
    Accounts Charged Off                      -

Balance, November 30, 1998                             $ 205,000

Additions:
    Charged to Operating Expenses           64,000

Deduct:
    Accounts Charged Off                    45,304

Balance, November 30, 1999                            $ 223,696

Additions:
    Charged to Operating Expenses         188,689

Deduct:
    Accounts Charged Off		                336,082

Balance, November 30, 2000                             $ 76,303