U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549

                                Form 8-K

                             CURRENT REPORT

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


   Date of Report (Date of earliest event reported) February 13, 2002


                  ART'S-WAY MANUFACTURING CO., INC.
      (Exact Name of Registrant As Specified In Its Charter)


           Delaware                   0-5131            42-0920725
(State Or Other Jurisdiction Of     (Commission        (IRS Employer
 Incorporation or Organization)      File No.)     Identification Number)


                              P.O. Box 288
                          Armstrong, IA 50514
            (Address of Principal Executive Offices) (Zip Code)


                              (712) 864-3131
                            (Telephone Number)

Not Applicable
(Former name or former address, if changed since last report.)

                      Art's-Way Manufacturing Co., Inc.

                                 Form 8-K
                              February, 2002

	Item 5.	Other Events and Regulation FD Disclosure.

On February 13, 2002, we entered into an Agreement with J. Ward McConnell
to sell Mr. McConnell 640,000 shares of our common stock at a price of
$1.25 per share. Those shares, along with the 135,200 previously owned
by Mr. McConnell increases his ownership in our Company to approximately
40%. Although the price of the shares was below the current market price
of our common stock, the Board of Directors determined it was in the best
interest of our Company and our shareholders to sell the shares to
Mr. McConnell to raise needed cash to pay down Company payables and bank
debt. We also believe that the additional equity and the pay down of our
overdue payables will enable us to obtain a permanent operating capital
and term loan agreement with UPS Capital Corporation on terms acceptable
to us. Subsequent to the closing of the Agreement, Donald A. Cimpl, a
director who had previously indicated a desire to resign from the Board
of Directors did, in fact, resign, and J. Ward McConnell was elected as
a Director to fill the vacancy. Under the terms of the Agreement with
Mr. McConnell, James L. Koley resigned as Chairman of the Board, and
Mr. McConnell was elected as Chairman of the Board.  Mr. Koley will
continue as a director.

As a further part of the Agreement, Mr. McConnell agreed that, without
prior approval of a majority of our Board of Directors, not including
Mr. McConnell or his son, Mr. McConnell will not acquire 50% or more of
the outstanding shares of our common stock or make a proposal to merge
with, acquire control of or purchase all or substantially all of the
assets of our Company or enter into any other transaction which would
constitute a Rule 13e-3 transaction as defined under the Securities
Exchange Act of 1934.

	Item 7. Financial Statements and Exhibits.


(c) 	The following Exhibits are filed with this Form 8-K.

1. Agreement dated February 13, 2002 between Art's-Way Manufacturing
Co., Inc. and J. Ward McConnell.

2. News Release of Art's-Way Manufacturing Co., Inc. dated February 8, 2002.


SIGNATURE

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.


		        By             John C. Breitung
		                          President

   February 20, 2002
         (Date)


AGREEMENT


	THIS AGREEMENT, made this  ____ day of February, 2002, by
        and between Art's-Way Manufacturing Co., Inc., a Delaware
        corporation, hereinafter called "Art's-Way" and J. Ward
        McConnell, an individual of Kinston, North Carolina,
        hereinafter referred to as "McConnell".

W I T N E S S E T H:

	WHEREAS, McConnell presently owns One Hundred Thirty Five
        Thousand Two Hundred (135,200) shares of Common Stock of
        Art's-Way, same constituting ten and forty one hundredths
        percent (10.41%) of the total of One Million Two Hundred
        Ninety Eight Thousand One Hundred Seventy Six shares
        (1,298,176) shares of Common Stock issued and outstanding; and

	WHEREAS, McConnell has previously served on the Board of
        Directors of Art's-Way; and

	WHEREAS, McConnell's son, Marc H. McConnell, presently serves
        on the Board of Directors of Art's-Way; and

	WHEREAS, Art's-Way is in need of cash for the purpose of paying
        down its debt and reducing its accounts payable; and

	WHEREAS, McConnell has offered to purchase Six Hundred Forty
        Thousand (640,000) shares of the authorized but unissued Common
        Stock of Art's-Way at a price of One Dollar and Twenty Five
        Cents ($1.25) per share, subject to certain conditions; and

	WHEREAS, Art's-Way desires to sell to McConnell Six Hundred
        Forty Thousand (640,000) shares of Common Stock at a price of
        One Dollar and Twenty Five Cents ($1.25) per share; and

	WHEREAS, prior to such offer, Donald A. Cimpl had indicated to
        the Board of Directors of Art's-Way that he did not desire to
        stand for re-election to the Board of Directors at the annual
        meeting to be held in the year 2002; and

	WHEREAS, McConnell has indicated his interest in being elected
        to the Board of Directors upon Closing of the purchase of the
        additional shares; and


	WHEREAS, McConnell has stated his intention that Art's-Way remain
        a public company and has agreed that he does not desire to have
        control of Art's-Way and that he will not acquire as much as fifty
        percent (50%) or more of the outstanding stock of Art's-Way; and

	WHEREAS, the parties hereto now desire to enter into an
        Agreement to that effect.

	NOW, THEREFORE, in consideration of the foregoing, and in
        consideration of the mutual covenants herein contained, the
        parties hereto agree as follows:

	1.	Incorporation of Recitals.  The foregoing recitals
                are specifically incorporated in this Agreement by
                this reference.

	2.	Purchase and Sale.

2.1	Sale and Issuance of Common Stock.  Subject to the terms and
        conditions of this Agreement, McConnell agrees to purchase
        at the Closing, and Art's-Way agrees to sell and issue to
        McConnell at the closing, against cash payment, Six Hundred
        Forty Thousand (640,000) shares of Common Stock (the "Shares")
        of Art's-Way at a purchase price of One Dollar and Twenty Five
        Cents ($1.25) per share.

2.2	Closing.  The purchase and sale of the Shares being purchased
        by McConnell shall take place at the law offices of Cline,
        Williams, Wright, Johnson & Oldfather, L.L.P., at 9 o'clock
        a.m. on February 12, 2002 or at such other time and place as
        Art's-Way and McConnell mutually agree (which time and plac
        are designated the "Closing"). At the Closing, Art's-Way shall
        deliver to McConnell a certificate representing Six Hundred
        Forty Thousand (640,000) Shares against delivery to Art's-Way
        by McConnell of cash by Wire Transfer or a certified bank
        cashier's check in the amount of One Dollar and Twenty Five
        Cents ($1.25) per Share or a total of Eight Hundred Thousand
        Dollars ($800,000).

2.3	Use of Proceeds.  Art's-Way agrees to use the proceeds from
        the sale of the Shares for the repayment of outstanding
        obligations and for the reduction of debt.

	3.	Representations and Warranties of Art's-Way.  Except
                as set forth on Exhibit 3, Art's-Way hereby represents
                and warrants to McConnell that:

3.1	Incorporation.  Art's-Way is a corporation duly organized and
        validly existing, is in good standing under the laws of the
        state or other place of its incorporation, has all requisite
        corporate power and authority to carry on its business as now
        conducted and as proposed to be conducted, and Art's-Way is
        qualified as a foreign corporation in each jurisdiction where
        the failure to so qualify would have a material adverse effect
        on its business or operations.

3.2	Capitalization.  The authorized capital of Art's-Way consists
        of Five Million (5,000,000) shares of Common Stock, of which
        at Closing not more than One Million Two Hundred Ninety Eight
        Thousand One Hundred Seventy Six (1,298,176) shares will be
        issued and outstanding and at Closing there shall be options
        outstanding to purchase not more than 61,500 shares of the
        Company's Common Stock.

3.3	Authorization.  All corporate action on the part of Art's-Way,
        its officers and Directors, necessary for the authorization,
        execution, delivery and performance of all obligations of
        Art's-Way under this Agreement and for the authorization,
        issuance and delivery of the Shares being sold hereunder,
        has been or shall be taken prior to the Closing, and this
        Agreement, when executed and delivered, shall constitute a
        valid and legally binding obligation of Art's-Way.  Issuance
        of the Shares is not subject to preemptive rights or other
        preferential rights of any present or future stockholders
        in Art's-Way.

3.4	Validity of Securities.  The Shares to be purchased and sold
        pursuant to this Agreement, when issued, sold and delivered
        in accordance with the terms of this Agreement, for the
        consideration expressed herein, shall be duly and validly
        issued.

3.5	Governmental Consents.  All consents, approvals, orders,
        authorizations or registration, qualification, designation
        and declaration or filing with and federal or state
        governmental authority on the part of Art's-Way required in
        connection with the consummation of the transactions
        contemplated herein shall have been obtained prior to, and
        be effective as of, the Closing or will be timely filed
        thereafter.

	4.	Representations and Warranties of McConnell.

        McConnell represents and warrants to Art's-Way as follows:

4.1	Authorization.  When executed and delivered by McConnell,
        this Agreement will constitute the valid and legally binding
        obligation of McConnell.

4.2	Accredited Investor.  McConnell is an "accredited investor"
        as that term is defined in Rule 501 promulgated under the Act.

	5.	Securities Act of 1933.

5.1	Investment Representation.

		(a)	This Agreement is made with McConnell in
                        reliance upon his representations to
                        Art's-Way that the Shares to be received
                        will be acquired for investment for an
                        indefinite period for his own account and
                        not with a view to the sale or distribution
                        of any part thereof, and that he has no
                        present intention of selling or otherwise
                        distributing the same.  By executing this
                        Agreement, McConnell further represents tha
                        he does not have any contract, undertaking,
                        agreement or arrangement with any person to
                        sell or transfer to such person any of the
                        Shares.

		(b)	McConnell understands that the Shares are
                        not and may never be registered under the
                        Act on the ground that the sale provided
                        for in this Agreement and the issuance of
                        securities is exempt pursuant to Section
                        4(2) of the Act and Rule 506 of Regulation D
                        thereunder, and that Art's-Way's reliance
                        on such exemption is predicated on
                        McConnell's representations set forth herein.

		(c)	McConnell agrees that in no event will he
                        make a disposition of any of the Shares,
                        unless the Shares shall have been registered
                        under the Act, or unless and until (i)
                        McConnell shall have notified Art's-Way with
                        a statement of the circumstances surrounding
                        the proposed disposition and (ii) McConnell
                        shall have furnished Art's-Way with an
                        opinion of counsel reasonably satisfactory
                        to Art's-Way to the effect that (A) such
                        disposition will not require registration
                        of such securities under the Act, and (B)
                        that appropriate action necessary for
                        compliance with the Act has been taken.

		(d)	McConnell represents that he is able to
                        fend for himself in the transactions
                        contemplated by this Agreement, has such
                        knowledge and experience in financial and
                        business matters as to be capable of
                        evaluating the merits and risks of his
                        investment, has the ability to bear the
                        economic risks of his investment and has
                        been furnished with and has had access to
                        such information as would be made available
                        in the form of a registration statement
                        together with such additional information
                        as is necessary to verify the accuracy of
                        the information supplied and to have all
                        questions which have been asked by McConnell
                        answered by Art's-Way.

		(e)	McConnell understands that if a registration
                        statement covering the Securities under the
                        Act is not in effect when he desires to sell
                        any of the Shares, he may be required to hold
                        such Shares for an indeterminate period.
                        McConnell also acknowledges that he understand
                        that any sale of the Securities which might be
                        made by him in reliance upon Rule 144 under
                        the Act may be made only in limited amounts
                        in accordance with the terms and conditions
                        of that Rule.

5.2	Legend.  All certificates for the Shares shall bear
        substantially the following legend:

"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED BY THE ISSUEE FOR INVESTMENT PURPOSES.  SAID SHARES
MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED
UNDER SAID ACT, OR (B) THE TRANSFER AGENT (OR THE COMPANY IF THEN
ACTING AS ITS TRANSFER AGENT) IS PRESENTED WITH EITHER A WRITTEN
OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY OR A "NO-ACTION"
OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
CIRCUMSTANCES OF SUCH SALE OR TRANSFER."

5.3	Rule 144.  Art's-Way covenants and agrees that: (i) at all
times while it is subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934 it will use its
best efforts to comply with the current public information
requirements of Rule 144(c)(1) under the Act; and (ii) it will
furnish McConnell upon request with all information about Art's-Way
required for the preparation and filing of Form 144.

	6.	Conditions to McConnell's Obligations at Closing.
                The obligations of McConnell under paragraphs
                2.1 and 2.2 of this Agreement are subject to the
                fulfillment at or before the Closing of each of
                the following conditions:

6.1	Representations and Warranties.  The representations and
        warranties contained in paragraph 2 hereof shall be true
        on and as of the Closing.

6.2	Performance.  Art's-Way shall have performed and complied
        with all agreements and conditions contained herein
        required to be performed or complied with by it on or
        before the Closing.

6.3	State Securities Laws.  Art's-Way will have complied with
        all requirements under all applicable State Securities
        laws with respect to the offer and sale of the Shares.

6.4	Compliance Certificate.  There shall have been delivered
        to McConnell a certificate, dated the Closing Date, signed
        by Art's-Way's President, certifying that the conditions
        specified in paragraphs 6.1, 6.2 and 6.3 have been fulfilled.

6.5	Opinion of Counsel.  There shall have been delivered to
        McConnell an opinion of Cline, Williams, Wright, Johnson
        & Oldfather, L.L.P., counsel for Art's-Way, to the effect
        that (i) Art's-Way is a corporation duly organized, validly
        existing and in good standing under the laws of the State
        of Delaware, (ii) this Agreement has been duly authorized,
        executed, and delivered by Art's-Way and constitutes a
        valid and enforceable obligation of Art's-Way in accordance
        with its terms (subject to normal bankruptcy and principles
        of equity exceptions), (iii) the Shares have been duly
        authorized, issued and delivered and are validly outstanding,
        (iv) upon issuance and sale of the Shares, Art's-Way shall
        have outstanding an aggregate of not more than One Million
        Nine Hundred Thirty Eight Thousand One Hundred Seventy Six
        (1,938,176) shares of Common Stock, (v) based upon the
        representations of McConnell, the offer, sale, and delivery
        of the Shares under the circumstances contemplated by this
        Agreement constitutes an exempt transaction under the Act
        and applicable State Securities laws, (vi) the Shares shall
        be freely transferable by McConnell, subject only to the
        restrictions contained in the letter from Cline, Williams,
        Wright, Johnson & Oldfather, L.L.P. to McConnell dated
        January 28, 2000, a copy of which is attached hereto and
        incorporated herein by reference (said letter refers to
        other stock of Art's-Way owned by McConnell, but the
        restrictions are the same based upon Rule 144 as it stands
        today), and (vii) upon request of McConnell at any time
        after one year from the date of Closing, Cline, Williams,
        Wright, Johnson & Oldfather, L.L.P., as counsel to
        Art's-Way, and at the expense of Art's-Way, shall furnish
        such opinions as may be required to be furnished to
        Art's-Way as a prerequisite to a sale or other disposition
        of any of the Shares by McConnell under paragraph 5.1(c)
        of this Agreement; Provided, that McConnell shall provide
        such information concerning the Shares to be sold and the
        terms of sale as Cline, Williams, Wright, Johnson &
        Oldfather, L.L.P. may require in connection with rendering
        such an opinion, which opinion shall be based upon the
        then current  law and regulations,

6.5	Securities Filings.  Art's-Way shall cause to be prepared
        any and all securities forms to be filed by McConnell in
        connection with the transaction.

	7.	Conditions of Art's-Way's Obligations at Closing.
                The obligations of Art's Way under paragraphs 2.1
                and 2.2 of this Agreement are subject to the
                fulfillment at or before the Closing of each of
                the following conditions:

7.1	Warranties True on the Closing Date.  The representations
        and warranties of McConnell contained in paragraphs 4 and
        5 hereof shall be true on and as of the Closing with the
        same effect as though said representations and warranties
        had been made on and as of the Closing.

	8.	Corporate Changes at Closing.  Inasmuch as
                Donald A. Cimpl has informed Art's Way that he
                does not desire to stand for re-election to the
                Board of Directors of Art's-Way, and inasmuch as
                McConnell has expressed his desire to be elected
                to the Board of Directors of Art's-Way effective
                at the Closing, it is agreed that immediately
                following Closing of the purchase of Shares by
                McConnell, Donald A. Cimpl will submit his
                resignation as a Director of Art's Way  to the
                Board of Directors.  The Board of Directors shall
                accept such resignation, and shall elect
                McConnell to serve the remaining term of
                Donald A. Cimpl on the Board of Directors.
                Immediately following the election of McConnell
                to the Board of Directors, James L. Koley will
                resign his position as Chairman of the Board,
                while retaining his position as a Director.  The
                Board of Directors shall elect McConnell to serve
                as Chairman of the Board of Directors of Art's Way.
                McConnell shall be nominated for re-election to
                the Board at the annual meeting to be held in 2002.

	9.	Standstill Agreement.  McConnell's agreement that
                Art's Way shall remain a publicly-owned company and
                that McConnell shall not acquire fifty percent (50%)
                or more of the issued and outstanding shares of
                Common Stock of Art's Way are a material inducement
                to Art's Way entering into this Agreement.  In
                furtherance thereof, McConnell agrees as follows:

(a)	Following the Closing of the purchase of Shares pursuant to
        this Agreement, McConnell will not, directly or through any
        third party or affiliate, purchase or acquire additional
        Art's Way Common Stock in the open market, by private
        transaction or by tender offer or make a proposal to merge
        with, acquire control of or purchase all or substantially
        all of the assets of Art's Way if, as a result of such
        purchase, tender offer, merger or acquisition, McConnell
        and his affiliates would (i) own fifty percent (50%) or
        more of the issued and outstanding shares of Common Stock
        of Art's Way; or (ii) if such purchase, acquisition,
        tender offer or merger proposal would constitute a "Rule
        13e-3 Transaction" as that term is defined in Rule 13e-3
        of the Rules and Regulations of the Securities and
        Exchange Commission.  For this purpose, the term
        "affiliate" shall have the same meaning as under the Act
        and the Securities Exchange Act of 1934, as amended.
        McConnell further agrees that in the event that he, or
        his affiliates, violate this covenant, and acquire shares
        which result in McConnell owning fifty percent (50%) or
        more of the issued and outstanding shares of Common Stock
        of Art's Way, then McConnell agrees that any such shares
        acquired in violation of the foregoing covenant shall, for
        all purposes, be deemed to be non-voting shares, and
        McConnell agrees that Art's-Way may disregard any votes
        attributable to such shares to the extent that such shares
        equal or exceed fifty percent (50%) of the outstanding
        shares of Common Stock of Art's Way.

(b)	Art's Way and McConnell agree that notwithstanding any of
        the foregoing provisions to the contrary, no purchase,
        acquisition, tender offer, merger, or Rule 13e-3
        Transaction shall be prohibited if such purchase,
        acquisition, tender offer, merger or Rule 13e-3
        Transaction is approved in advance by a majority of the
        Board of Directors of Art's Way.

(c)	The parties agree that Art's-Way shall be entitled to
        injunctive relief in the event that McConnell shall
        violate or propose any action that would violate the
        provisions of this paragraph 9.

	10.	Miscellaneous

10.1	Agreement is Entire Contract.  Except as specifically
        referenced herein, this Agreement constitutes the
        entire contract between the parties hereto concerning
        the subject matter hereof and no party shall be liabl
        or bound to the other in any manner by any warranties,
        representations or covenants except as specifically
        set forth herein.  Any previous agreement among the
        parties related to the transactions described herein
        is superseded hereby.  The terms and conditions for
        this Agreement shall inure to the benefit of and be
        binding upon the respective successors and assigns of
        the parties hereto.  Nothing in this Agreement, express
        or implied, is intended to confer upon any party,
        other than the parties hereto, and their respective
        successors and assigns, any rights, remedies,
        obligations, or liabilities under or by reason of this
        Agreement, except as expressly provided herein.

10.2	Governing Law.  This Agreement shall be governed by and
        construed under the laws of the State of Delaware.

10.3	Counterparts.  This Agreement shall be executed in two
        or more counterparts, each of which shall be deemed an
        original, but all of which together shall constitute
        one and the same instrument.

10.4	Title and Subtitles.  The titles of the paragraphs and
        subparagraphs of this Agreement are for convenience and
        are not to be considered in construing this Agreement.

10.5	Notices.  Any notice required or permitted hereunder
        shall be given in writing and shall be deemed
        effectively given upon personal delivery or upon
        deposit in the United States Post Office, by registered
        or certified mail, addressed to a party at its address
        hereinafter shown below its signature or at such other
        address as such party may designate by ten (10) days
        advance written notice to the other party.

10.6	Legal Fees and Expenses.  Art's-Way agrees upon the
        Closing to pay the legal fees and expenses of Cline,
        Williams, Wright, Johnson & Oldfather, L.L.P., incurred
        in connection with the negotiation and execution of
        this Agreement and related documents and with obtaining
        any governmental consents and taking such compliance
        actions, including, without limitation, securities law
        filings as are required in connection therewith.

10.7	Survival of Warranties.  The warranties and
        representations of  Art's-Way contained in or made
        pursuant to this Agreement shall survive the execution
        and delivery of this Agreement and the Closing hereunder.

10.8	Amendment of Agreement.  Except as expressly provided
        herein, any provision of this Agreement may be amended
        or waived on behalf of McConnell by a written
        instrument signed by McConnell and by a majority of the
        Board of Directors of Art's Way.

	IN WITNESS WHEREOF, the undersigned have executed this
        Agreement as of the day and year first above written.

			 ART'S-WAY MANUFACTURING CO., INC.
	        By:   /s/ John C. Breitung
				          President



					  /s/ J. Ward McConnell