Appendix A to Item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
Quarter Ended May 31, 2000

Item Number		Item Description			  Amount

5-02(1)			Cash and cash items                        		    92,600
5-02(2)			Marketable securities
5-02(3)(a)(1)		Notes and accounts receivable-trade      3,129,032
5-02(4)			Allowances for doubtful accounts                211,756
5-02(6)			Inventory                                     8,422,635
5-02(9)			Total current assets                         11,522,127
5-02(13)  Property, plant and equipment                10,627,792
5-02(14)		Accumulated depreciation                      8,299,028
5-02(18)		Total assets                                 14,464,348
5-02(21)		Total current liabilities                     8,058,055
5-02(22)		Bonds, mortgages and similar debt             5,400,533
5-02(28)		Preferred stock-mandatory redemption               -
5-02(29)		Preferred stock-no mandatory redemption            -
5-02(30)		Common stock                                     13,408
5-02(31)		Other stockholders' equity                    6,011,077
5-02(32)		Total liabilities and stockholders'
                            equity                     14,464,348
5-03(b)1(a)		Net sales of tangible products             4,231,447
5-03(b)1		Total revenues                                4,231,447
5-03(b)2(a)		Cost of tangible goods sold                3,246,703
5-03(b)2		Total costs and expenses applicable
                   to sales and revenues                  659,631
5-03(b)3		Other costs and expenses                         29,460
5-03(b)5		Provision for doubtful accounts
                    and notes                              (6,370)
5-03(b)8		Interest and amortization of debt
                    discount                              151,268
5-03(b)10		Income before taxes and other items            150,755
5-03(b)11		Income tax benefit                                -
5-03(b)14		Loss from continuing operations                150,755
5-03(b)(15)		Discontinued operations                         -
5-03(b)(17)		Extraordinary items			                          -
5-03(b)(18)		Cumulative effect-changes in
                    accounting principles                    -
5-03(b)19		Net income                                     150,755
5-03(b)20		Income per share-primary                          0.12
5-03(b)20		Income per share-fully diluted                    0.12


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.   20549
                          _________________________________

                                     FORM 10-Q

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


For the Quarter Ended May 31, 2000             Commission File No. 0-5131


                      ART'S-WAY MANUFACTURING CO., INC.
              (Exact name of registrant as specified in its charter)



          DELAWARE                                    42-0920725
      State of Incorporation                I.R.S. Employer Identification No.

    Hwy 9 West, Armstrong, Iowa                         50514
 Address of principal executive offices                Zip Code

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X  No __


Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of July 5, 2000:

                                        							 1,256,351
						                                       Number of Shares


                      ART'S-WAY MANUFACTURING CO., INC.
                      CONDENSED STATEMENTS OF OPERATIONS
         	                        (Unaudited)

	       	                Three Months Ended          Year To Date
	 	                     May 31,      May 31,       May 31      May 31
		                       2000         1999          2000        1999

NET SALES	           $4,231,447    $3,443,326     $6,665,458    $8,111,517
COST OF GOODS SOLD    3,246,703     2,590,300      5,150,831     6,332,260
GROSS PROFIT            984,744       853,026      1,514,627     1,779,257

EXPENSES:
   Engineering           87,931        97,647        181,861       217,824
   Selling              131,522       300,745        307,776       604,673
   General and
Administrative          433,808       570,863        867,294     1,192,939
        Total           653,261       969,255      1,356,931     2,015,436

INCOME (LOSS) FROM
     OPERATIONS         331,483      (116,229)       157,696      (236,179)

OTHER DEDUCTIONS:
    Interest expense   (151,268)     (111,468)      (288,386)     (229,307)
    Other	              (29,460)      (85,696)       (65,224)     (158,146)
    Other deductions   (180,728)     (197,164)      (353,610)     (387,453)

INCOME (LOSS) BEFORE
    INCOME TAXES        150,755      (313,393)      (195,914)     (623,632)

INCOME TAX BENEFIT         -         (109,597)           -        (218,181)

NET INCOME (LOSS)     $ 150,755      $(203,796)      (195,914)    (405,451)

INCOME (LOSS) PER
      SHARE (NOTE 2):
    Basic              $   0.12      $   (0.16)     $   (0.16)   $   (0.32)
    Diluted            $   0.12      $   (0.16)     $   (0.16)   $   (0.32)

COMMON SHARES AND
   EQUIVALENT OUTSTANDING:
    Basic	            1,256,351    1,246,150        1,256,351    1,246,026
    Diluted           1,256,351    1,246,150        1,256,351    1,246,026

See accompanying notes to financial statements.



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

   		                                         May 31,      November 30
		                                             2000	           1999
		                                         (Unaudited)
         ASSETS

   CURRENT ASSETS
   Cash                 	                       $  92,600     $ 273,303
   Accounts receivable-customers,
     net of allowance for doubtful accounts
     of $211,756 and $223,696 in May and November,
     respectively                                2,917,276     2,461,502
   Inventories                                   8,422,635     9,074,812
   Other current assets	                            89,616       100,680
       Total current assets                     11,522,127    11,910,297

PROPERTY, PLANT AND EQUIPMENT,
   at cost                                      10,627,792    10,627,792
      Less accumulated depreciation	             8,299,028     8,073,069
      Net property, plant and equipment          2,328,764     2,554,723

DEFERRED INCOME TAXES                              613,457       613,457

         TOTAL	                               $ 14,464,348  $ 15,078,477

See accompanying notes to financial statements.


        		                                       May 31,    November 30,
		                                                2000	         1999
		                                            (Unaudited)
      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Notes payable to bank                     $  3,520,824    $ 3,648,888
    Current portion of long-term debt            1,497,901      1,640,101
    Accounts payable                             1,782,704      2,113,168
    Customer deposits                              679,685        119,861
    Accrued expenses                               576,941        916,428
       Total current liabilities                 8,058,055      8,438,446

LONG-TERM DEBT, excluding current portion          381,808        419,632

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                             5,261,854      5,457,768
                                                 6,834,299      7,030,213

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

       Total stockholders' equity                6,024,485      6,220,399


         TOTAL	                               $ 14,464,348   $ 15,078,477

See accompanying notes to financial statements.

                        ART'S-WAY MANUFACTURING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

      	 	                                           SIX MONTHS ENDED
		                                                 MAY 31,      MAY 31,
		                                                  2000	        1999
CASH FLOW FROM OPERATIONS:
  Net Loss            	                          $ (195,914)   $ (405,451)
  Adjustment to reconcile net loss to net
    cash provided by operations:
  Depreciation and amortization	                     225,959       194,551
  Changes in assets and liabilities:
    (Increase) decrease in:
     Accounts receivable                            (455,774)    1,088,631
     Inventories	                                    652,177    (1,600,500)
     Sundry                                           11,064       126,696
    Increase (Decrease) in:
     Accounts payable                               (330,464)      873,764
     Customer deposits	                              559,824       908,517
     Accrued expenses                               (339,487)     (161,371)
     Income taxes, net                                  -         (165,949)

        Total adjustments                            323,299     1,264,339

        Net cash provided by operations              127,385       858,888

CASH USED IN INVESTING ACTIVITIES -
     Purchases of property, plant and equipment          -        (200,485)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock
      from treasury                                      -           2,945
  Decrease in short-term loan                        (270,264)     (486,175)
  Decrease in long-term loan                          (37,824)     (179,909)

   Net cash used in financing activities             (308,088)     (663,139)

Net decrease in cash                                 (180,703)       (4,736)

Cash at beginning of the period                       273,303        13,743

Cash at end of the period	                        $    92,600    $    9,007

Supplemental disclosures of cash flow information:

  Cash paid during the year for:
    Interest                                        $  288,386    $   229,307
    Income taxes                                         4,116          3,952

See accompanying notes to financial statements.


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

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Statement Presentation
        The financial statements are unaudited and reflect all adjustments
        (consisting only of normal recurring adjustments) which are, in the
        opinion of management,necessary for a fair presentation of the financial
        position and operating results for the interim periods.  The financial
        statements should be read in conjunction with the financial statements
        and notes thereto contained in the Company's Annual Report on Form 10-K
        for the year ended November 30, 1999.  The results of operations
        for the second quarter ended May 31, 2000 are not necessarily
        indicative of the results for the fiscal year ending November 30, 2000.

2.	EARNINGS (LOSS) PER SHARE

        The Company has adopted SFAS 128 Earnings Per Share (SFAS 128)
        which has changed the method for calculating income per share.
        SFAS 128 requires the presentation of "basic" and "diluted"
        income per share on the face of the income statement. Income
        per common share is computed by dividing net income by the
        weighted average number of common shares and common equivalent
        shares outstanding during each period.

	The diffference 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
	anti-dilutive effect of the Company's stock option plans the stock
	options have not been included in the calculation of diluted
	earnings per share for all those periods presented.

3.	INVENTORIES

        Major classes of inventory are:           May 31,      November 30,
                                                   2000           1999

             Raw material                       $1,637,968      $ 1,146,456
             Work-in-process                     2,542,003        3,362,003
             Finished goods                      4,242,664        4,566,353

                     Total                     $ 8,422,635       $9,074,812

4.	ACCRUED EXPENSES

       Major components of accrued expenses are:
                                                 May 31,       November 30,
                                                  2000             1999

            Salaries, wages and commissions     $ 307,643        $ 337,611
            Other                                 269,928          578,817

                Total                          $  576,941        $ 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
        percentages on the Company's accounts receivable and
        inventory, and allowing for letters of credit for $100,000. At
        November 30, 1999 the Company had borrowed $3,648,888 and has
        $100,000 in outstanding letters of credit. At May 31, 2000
        the Company has borrowed $3,520,824 and has $100,000 in out-
        standing leters of credit. At November 30, 1999 and May 31,
        2000, $182,000 and $384,000 was 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 2.50% of the referenced rate and a
        minimum of plus zero (12.00% at May 31, 2000).

        The Company also has a long-term loan with the 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 August 2000.

        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-
        eights 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. The Company has
        continued to represent to the lender that they are in the
        process of obtaining alternate financing. As a result, the
        lender has not accelerated the payment of all obligations
        at this time, even though the lender has the right to do so.

        At November 30, 1999 the Company was in default of a loan covenant,
        the fixed maturity coverage, of their credit facility and
        installment promissory note. The lender has notified the
        Company, that the current loan agreement provides that the
        lender may, as a result of any event of default, accelerate
        the payment of all obligations. At May 31, 2000 the
        Company is in default with one covenant, the fixed maturity
        coverage ratio, of their credit facility and installment
        promissory note. As a result, all long-term borrowings
        associated with this lender have been classified as current.
        The lender has not called for the acceleration of the payment
        of all obligations, but has the right to do so at any time.
        The lender has assessed an additional 2.0% interest factor to
        its credit facility.

        The initial term of the loan is scheduled to end on August 31,
       	2000. In a letter dated May 26, 2000, the Company was notified
       	that the lender does 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 $4,943,025 at May 31, 2000 are
       	due and payable on August 31, 2000.

       	The Company has received a non binding proposal letter from a
       	third party financial institution which would provide for a
       	revolving line of credit and term loan that would be used to
       	repay outstanding borrowings from the Company's current lender,
       	and provide for ongoing working capital needs. This proposal
       	does not represent a commitment level and is subject to various
       	conditions of approval by the new lender.

       	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 August 31, 2000, it will be unable
       	to repay its outstanding balance due August 31, 2000. However,
       	the Company has had discussions with its existing lender in
       	which the lender indicated that they do not expect to take
       	immediate action, but they retain the right to do so.

       	A summary of the Company's long-term debt is as
        follows:
					                                            May 31,    November 30,
                                                   2000         1999
 Installment promissory note payable
	in monthly installments of $23,700
	plus interest at one-half percent
	over the bank's national money
	market rate (9.50%), secured
 by the cash, accounts receivable,
 inventories and property, plant
 and equipment                               	$1,422,200      $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      $  277,778      $  300,000

 State of Iowa Community Development
 Block Grant local participation
 promissory notes at 4% interest,
 maturity 2006, with quarterly
 payments of $7,814                           $  179,731      $  195,333


          Total long-term debt               $ 1,879,709     $2,059,733

     Less current portion of long-term debt    1,497,901      1,640,101

        Long-term debt, excluding
              current portion                $   381,808     $  419,632


                                    Item 2

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

(a)	Material Changes in Financial Condition

        The Company's main source of funds for the six months ended
        May 31, 2000 was a decrease in inventories and funds received
       	from customers representing advance payments ("customer deposits")
       	on equipment to be delivered in the third quarter of fiscal
        year 2000. These two main sources of funds were offset partially
       	by an increase in receivables, a decrease in accounts payable
       	and a decrease in accrued liabilities. The positive cash flow
       	allowed for the reduction in bank borrowings.

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

        As of May 31, 2000, the Company had no material
        commitments for capital expenditures.

        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. The Company has
        continued to represent to the lender that they are in the
        process of obtaining alternate financing. As a result, the
        lender has not accelerated the payment of all obligations
        at this time, even though the lender has the right to do so.
        As a result, all long-term borrowings associated with this
        lender have been classified as current.

        At November 30, 1999 and May 31, 2000, the Company was in
       	default of a loan covenant, the fixed maturity coverage,
       	of their credit facility and installment promissory note.
       	The lender has notified the Company that the current loan
       	agreement provides that the lender may, as a result of
       	any event of default, accelerate the payment of all
       	obligations. The lender has not called for this
       	acceleration, but has the right to do so at any time.
       	The lender assessed an additional 2.0% interest factor
       	to its credit facility.

        The Company has a credit agreement with a bank which allows
       	for borrowings up to $4,500,000, subject to borrowing
       	base percentages of the Company's accounts receivable and
        inventory and allowing for letters of credit for $100,000.
        At November 30, 1999 the Company had borrowed $3,648,888
        and had $100,000 in outstanding letters of credit. At
        May 31, 2000 the Company has borrowed $3,520,824 and
        has $100,000 in outstanding letters of credit. At
        May 31, 2000, $383,000 was available for borrowings.

       	The initial term of the loan is scheduled to end on
       	August 31, 2000. In a letter dated May 26, 2000, the
       	Company was notified that the lender does 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 $4,943,025 at May 31, 2000 are due and
       	payable on August 31, 2000.

      	The Company has received a non binding proposal letter from
      	a third party financial institution which would provide for
      	a revolving line of credit and term loan that would be
      	used to repay outstanding borrowings from the Company's
      	current lender, and provide for ongoing working capital
      	needs. This proposal does not represent a commitment
      	level and is subject to various conditions of approval
      	by the new lender.

	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 August 31, 2000,
	it will be unable to repay its outstanding balance due
	August 31, 2000. However, the Company has had discussions
	with its existing lender in which the lender indicated
	that they do not expect to take immediate action, but
	they retain the right to do so.

	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.

(b)	Material Changes in Results of Operations

 For the quarter ended May 31, 2000, total sales were 23%
	higher than the quarter ended May 31, 1999. OEM sales were
	143% higher and sales of Art's-Way branded equipment were
	32% lower. OEM sales benefited from the sale of forage blowers.
	The decline in sales of Art's-Way branded products results
	from a reduced demand for feed processing products and beet
	equipment production which has been shifted to the third
	quarter of fiscal year 2000.

	For the year to date ended May 31, 2000, total sales were
	18% below the previous year. Both Art's-Way branded product
	and OEM product sales continue to be effected by the general
	weakness in the farm economy, particularly weakness in the
	livestock and grain markets.

	Major cost reduction programs were implemented effective
	December 1, 1999. These cost reductions have served to
	improve the gross profit as a percent of sales and also to
	reduce operating expenses by 33% for the quarter and year to
	date ended May 31, 2000 when compared to the same periods the
	previous year.

	The increase in interest expense results from higher interest
	rates. These higher rates are a combination of the increase
	in prime rate and the implementation of an additional 2% interest
	factor by our prime lender. Due to the distressed agricultural
	economy, the Company will not record any tax benefits until
	the Company returns to profitability.

	Although the farm economy remains distressed, the order backlog
	as of May 31, 2000 is $4,000,000 and is comparable to one year
	ago. These orders will principally be delivered by the end of
	the third quarter of the current fiscal year.

                               Part II - Other Information

ITEM 1.  LITIGATION AND CONTINGENCIES

	Various legal actions and claims are pending against the Company
 consisting of ordinary routine litigation incidental to the business.
 In the opinion of management and outside counsel, appropriate
 provisions have been made in the accompanying financial statements
 for all pending legal actions and other claims.


                                    SIGNATURES


 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned, thereunto duly authorized.

                         ART'S-WAY MANUFACTURING CO., INC.


      Date     July 13, 2000         /s/William T. Green
                                    (William T. Green, President
                                     Executive Vice President,
                                     Chief Financial Officer)