ART'S-WAY MANUFACTURING CO., INC.
                                   P.O. BOX 288
                              ARMSTRONG, IOWA 50514
                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                                  to be held at

                                One Pacific Place
                         1125 South 103rd Street, Suite 800
                              Omaha, Nebraska 68124

                                       on
                Friday, June 14, 2002 at 9:00 a.m. (Central Time)



	               ART'S-WAY MANUFACTURING CO., INC.
                                 P.O. Box 288
                             ARMSTRONG, IA 50514

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                           to be held June 14, 2002

Dear Fellow Stockholders:

    We are providing you notice that a Special Meeting of Stockholders of
Art's-Way Manufacturing Co., Inc. will be held at One Pacific Place, Suite
800, 1125 South 103rd Street, Omaha, Nebraska 68124 on June 14, 2002 at
9:00 a.m. (Central Time) to act on the ratification of the sale, on
February 12, 2002, of 640,000 shares of common stock to Mr. J. Ward
McConnell, Jr. at a price of $1.25 per share. We need the holders of a
majority of the outstanding stock, excluding the 775,200 shares owned by
Mr. McConnell, to ratify this sale to save our NASDAQ SmallCap Listing.
This will be the only item of business presented at the Special Meeting.

    The record date for purposes of providing notice of the meeting and
determining the stockholders entitled to vote is the close of business on
April 30, 2002.

    A Proxy Statement is attached to this letter which describes the
background of the transaction with Mr. McConnell and the NASDAQ rules
requiring your approval of the transaction. We erred in not obtaining
your prior approval and we are now seeking to rectify that error.

    This matter is EXTREMELY IMPORTANT for Art's-Way and its stockholders.
We request that you fill in and sign the enclosed form of proxy and mail it
promptly in the enclosed envelope. The proxy will not be used if you attend
the meeting and vote at the meeting in person. Please give this your quick
and careful attention.

    Management and your Board of Directors recommend that you vote FOR
ratification of the transaction with Mr. McConnell.

    Dated this 7th day of May, 2002.

                                            Yours Very Truly,



                                            John C. Breitung, President





				  PROXY STATEMENT
                           SPECIAL MEETING OF STOCKHOLDERS
                          ART'S-WAY MANUFACTURING CO., INC.
                            ARMSTRONG, IOWA  50514-0288

   This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Art's-Way Manufacturing Co., Inc.,
a Delaware Corporation, for use at a Special Meeting of Stockholders to be
held at One Pacific Place, Suite 800, 1125 South 103rd Street, Omaha,
Nebraska, 68124, on Friday, June 14, 2002 at 9:00 a. m. (Central Time) and
at any and all adjournments thereof. Stockholders of record at the close of
business on April 30, 2002 are entitled to notice of and to vote at the
Meeting.

   The sole business of the Special Meeting will be to act upon the
ratification of the sale of 640,000 shares of our common stock to J. Ward
McConnell, Jr. at a price of $1.25 per share. In this Proxy Statement we
will refer to this sale as the "Transaction". The Transaction was completed
February 12, 2002.



                                     PROXIES

   Proxies may be revoked at any time prior to the Special Meeting. No
special form of revocation is required and it need not be in writing.
Proxies will be solicited by mail. The expense of the solicitation of
proxies will be borne by the Company. In addition to the solicitation by
use of mail, our directors, officers and/or executive and administrative
employees may solicit the return of proxies by mail, telephone or in person,
without extra compensation. We have retained the American Stock Transfer and
Trust Company, New York, New York, to assist in solicitation of proxies at a
cost of approximately $5,000. The approximate date on which notice of the
Special Meeting, this Proxy Statement and form of proxy are first being sent
to stockholders is May 7, 2002.

                                 VOTING SECURITIES

   As of the close of business on April 30, 2002, the record date for the
Special Meeting, the outstanding voting securities consisted of 1,938,176
shares of Common Stock, each of which is entitled to one vote, except that
Mr. McConnell may not vote his 775,200 shares. Ratification of the Transaction
requires the affirmative vote of a majority of the remaining 1,162,976 shares
or 581,489 shares.

	                VOTING SECURITIES AND OWNERSHIP BY
                             CERTAIN BENEFICIAL OWNERS

   The following table sets forth the names of the persons known to us who
beneficially own more than 5% of the issued and outstanding shares of our
Common Stock as of April 30, 2002, the record date for the Meeting:

                                                             Percent of
                                  Type of                   Outstanding
      Name and Address          Ownership       Shares       Ownership


Arthur Luscombe                Of record and	124,825         6.44
 Rural Route                    Benefically
 Dolliver, IA 50531

Franklin Resources, Inc.       Beneficially     134,500         6.94
 777 Mariners Island Blvd.
 San Mateo, CA 94404

J. Ward McConnell, Jr.         Of record and    775,200        40.00
 P.O. Box 6246                  Benefically
 Kinston, NC 28501

   On April 30, 2002, our Executive Officers and Directors, excluding Mr.
McConnell owned 103,500 shares (excluding options which may not be voted).
These shares represent 8.89% of the shares entitled to vote at the Special
Meeting.



                            BACKGROUND OF THE TRANSACTION

    As you are aware from reviewing our Annual Reports for the past several
years, we have been struggling as a company due to the prolonged recession
in the farm economy. We have suffered substantial operating losses over the
past three years. Over the past several years, we have had no long term
financing arrangement with our institutional lender. Further, in recent
months, we were not generating sufficient cash to keep our suppliers paid
on a current basis.

   In early 2002, the Board of Directors considered a rights offering to
all of you in order to raise additional equity capital. A successful
offering between $1,000,000 and $1,500,000 would have provided sufficient
cash to solidify our operations and pay our suppliers current. James L.
Koley, the then Chairman of the Board of Directors, discussed the offering
with representatives of our key market maker, as well as our legal counsel
and our auditors. We were advised that given our difficult financial
situation, our significant losses over the past three years and the
continuing difficulties in the farm economy, it would be unlikely that we
could conduct a successful rights offering at a price above $1.25 per share.
Mr. Koley and John Breitung, our President, spoke to a sufficient number of
our large stockholders or their representatives to conclude that the holders
of a majority of our Common Stock would be in favor of either the rights
offering at $1.25 per share or a private transaction at the same price.

   The Board of Directors and executive management were reluctant to proceed
with the rights offering unless one or more substantial investors could be
found to purchase any unsubscribed portion of the rights offering. Without
such investors, the Board and senior management did not believe that the
offering could be assured of success. A strategic investor was found who
verbally agreed to not only act as the purchaser of any subscribed portion
of the rights offering, but also to provide permanent financing as well.

   In late January, 2002, this strategic investor met with our Board of
Directors. The strategic investor changed several of the significant terms
from what he had agreed to verbally. The Board of Directors was no longer
convinced that the transaction was in your best interest and the Board was
unwilling to proceed with the strategic investor.

   Later in the same meeting one of our largest stockholders, J. Ward
McConnell, Jr., asked to make a presentation to the Board of Directors.
Mr. McConnell stated that he would purchase an additional 640,000 shares
of Common Stock at $1.25 per share for a total price of $800,000. Further,
he would assume the Chairman position and would assist in the negotiation
to secure an acceptable long-term financing relationship with our
institutional lender. Mr. McConnell also agreed not to attempt to secure
a controlling interest in Art's-Way nor to propose a merger, acquisition
or "going private" transaction without the approval of a majority of the
independent members of the Board of Directors. The Board of Directors
believed that this latter agreement by Mr. McConnell was very significant
to permit you to enhance your stock value if our operations can be turned
around. The Board of Directors determined that $1.25 per share was a fair
value for a substantial and restricted block of securities even though the
price represented a discount to our thinly-traded market price and a slight
discount to the $1.36 book value at November 30, 2001. With no other viable
options and recognizing the significant need for immediate cash, the Board
of Directors approved the Transaction by unanimous vote, excluding
Mr. McConnell's son, Marc McConnell, who abstained. The Transaction with
Mr. McConnell was completed on February 12, 2002.

   Following the Transcation, Donald A. Cimpl, a director who had
previously indicated a desire to resign from the Board of Directors
did, in fact, resign. Mr. 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. Mr. McConnell was
elected as Chairman of the Board. Mr. Koley continues as a director.

                               NASDAQ CONCERNS

   On March 6 and 11, 2002, we received letters from NASDAQ raising
issues about our eligibility for continued SmallCap Listing on the
NASDAQ Market. The first issue involved a net tangible asset and
stockholders' equity deficiency. NASDAQ requires a SmallCap company
to have net tangible assets of at least $2,000,000 or stockholders'
equity of at least $2,500,000. At November 30, 2001 our net tangible
assets and stockholders' equity were each $1,764,217. NASDAQ explained
that, under new NASDAQ SmallCap company requirements, the net tangible
assets requirement had been dropped and that SmallCap companies must
have at least $2,500,000 of stockholders' equity. The $800,000 of cash
raised from the Transaction with Mr. McConnell increased stockholders'
equity to $2,564,217 or a sufficient amount to be in compliance with
the NASDAQ requirements.

   The second concern raised by NASDAQ involved non-compliance with
several of its MarketPlace Rules. Those Rules require that if a company
proposes to issue sufficient of its shares to effect a change of control
or it proposes to issue 20% or more of its outstanding stock at a discount
to book or market value, the Company must first seek stockholder approval.
Neither management nor our counsel was aware of the NASDAQ MarketPlace
Rules requiring prior approval of the Transaction.

                           NASDAQ LISTING COMPIANCE

   Following receipt of the March 6 and 11, 2002 letters from NASDAQ, our
counsel had a number of discussions with the NASDAQ staff and supplied the
staff with an explanation of the Transaction. The NASDAQ staff stated that
the non-compliance with the MarketPlace Rules could be remedied by either
rescinding the Transaction or having the Transaction ratified by you. The
staff also stated that the 640,000 shares acquired by Mr. McConnell in the
Transaction had to be restricted as to transfer, prohibited from receiving
any dividends or distributions and restricted from voting until and unless
the Transaction is approved by holders of a majority of the stock, not
including Mr. McConnell.

   On April 5, 2002, the Board of Directors determined that a rescission
of the Transaction was not practicable or appropriate under the
circumstances. The Board authorized the preparation and distribution of
this Proxy Statement and the solicitation of your consents to ratify the
Transaction. The Board also adopted a resolution restricting the transfer
of Mr. McConnell's 640,000 shares acquired in the Transaction, the payment
or distribution of any dividend on the shares and the voting of the shares
until and unless you ratify the Transaction.

              FINANCIAL AND PER SHARE IMPACT OF TRANSACTION

   Prior to the Transaction, we had 1,298,176 shares outstanding, with a
book value of $1,764,217 or $1.36 per share. Following the Transaction,
there were 1,938,176 shares outstanding with a book value of $2,564,217
or $1.32 per share. The Transaction caused all of you (including Mr.
McConnell who then owned 135,200 shares) to suffer a dilution in book
value of $0.04 per share.

   On February 12, 2002, the date of completion of the Transaction, the
closing price of the Common Stock was $1.65. On May 7, 2002, the date of
this Proxy Statement, the closing price was $3.10.

                  RECOMMENDATION TO THE STOCKHOLDERS

   Management and counsel both apologize to you for this inconvenience.
Management and the Board of Directors DO recommend that you sign and mail
the enclosed Proxy to ratify the Transaction.

   The staff of NASDAQ has stated to us that if the Transaction is not
ratified, we will either have to rescind the Transaction or lose our
NASDAQ SmallCap Listing. Our stock would then be traded on the Bulletin
Board section of NASDAQ. We are not currently in a financial position to
rescind the Transaction and pay back the $800,000 to Mr. McConnell. Even
were we to do so, the effect of the rescission would be to reduce the
stockholders' equity of Art's-Way below the minimum NASDAQ SmallCap Listing
requirement. If we were unable to enter into another equity sale, we would
be subject to delisting.

                       AVAILABLE INFORMATION

   The Transaction was described in our Form 8-K filed with the Securities
and Exchange Commission on February 22, 2002, our Annual Report on Form
10-K for the year ended November 30, 2001 filed February 28, 2002 and in
our Proxy Statement filed March 13, 2002. You have previously received the
Proxy Statement to the Annual Meeting and the information in the Form 10-K
which was sent as our Annual Report to you along with the Proxy Statement.
The effect of the Transaction upon our balance sheet as of February 28, 2002
is disclosed in our Form 10-Q for the period ended February 28, 2002 filed
with the Commission on April 16, 2002.

   If you would like to review any of these materials, they may be inspected
and copies obtained at the public reference facilities maintained by the
SEC at Room 1024, Judiciary Plaza, 450 Fifth Street NW, Washington, DC
20549 and at the Commission's regional offices located at Northeast Regional
Office, 233 Broadway, New York, NY 10279 and Midwest Regional Office,
Citicorp Center, 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604.
Copies of such materials can also be viewed and copied through the SEC's
Electronic Data Gathering Analysis and Retrieval (EDGAR) system. The website
can be accessed at http://www.sec.gov.




                         ART'S-WAY MANUFACTURING CO., INC.

                  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
                  DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS
                                  June 14, 2002

   The undersigned hereby constitutes and appoints James L. Koley and Shaun
M. McGaughey, with full power to act alone or together, or any substitute
appointed by either of them, as the undersigned's agent, attorney and proxy
to vote the number of shares the undersigned would be entitled to vote if
personally present at the Special Meeting of the Stockholders of Art's-Way
Manufacturing Co., Inc. to be held at One Pacific Place, Suite 800, 1125
South 103rd Street, Omaha, Nebraska 68124 on the 14th day of June, 2002 at
9:00 a.m. (Central Time) or any adjournments thereof, as indicated hereon.

   THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR RATIFICATION OF THE TRANSACTION WITH J. WARD MCCONNELL,
JR., DESCRIBED IN THE PROXY STATEMENT.

   THIS PROXY WHEN PROPERLY EXECUTED WILL            Please mark your
BE VOTED IN THE MANNER DIRECTED HEREIN BY            votes as indicated   X
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION         in this example
IS MADE, THIS PROXY WILL BE VOTED FOR
RATIFICATION OF THE TRANSACTION.

1. Ratification of the Transaction with
        J. Ward McConnell, Jr.

FOR         AGAINST        ABSTAIN


                                              Dated:_____________,2002
                                              ________________________
                                              Signature of Stockholder

                                              ________________________
                                              Signature of Stockholder

                                              Please sign exactly as your
                                              name appears at the left.
                                              When signing as attorney,
                                              executor, administrator,
                                              trustee, guardian or
                                              conservator, give full title.
                                              All joint trustees must sign.

                                              PLEASE MARK, SIGN, DATE AND
                                              RETURN THE PROXY CARD PROMPTLY
                                              USING THE ENCLOSED ENVELOPE.
______________________________________________________________________________

                               FOLD AND DETACH HERE

______________________________________________________________________________