Exhibit 3.1


                       AMENDMENTS TO BYLAWS
                                OF
                  ART'S-WAY MANUFACTURING CO., INC.


                            Article II

Section 12.  Meetings of Stockholders, Nominations, Business

(1)Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders: (a)
pursuant to the Corporation's notice at meeting; (b) by or at the
direction of the Board of Directors; or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of the
notice provided for in this Bylaw, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this
Bylaw.

(2)For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of Subsection
(2) of this Bylaw, the stockholder must have given timely notice in
writing to the Secretary of the Corporation and it must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's
notice must be delivered to the Secretary at the principal executive
offices of the Corporation not less than sixty (60) days nor more than
ninety (90) days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than thirty (30) days or delayed
by more than sixty (60) days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the
ninetieth (90th) day prior to such annual meeting and not later than the
close of business on the later of the sixtieth (60th) day prior to such
annual meeting or the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth: (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as
to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the
meeting, and any material interest in such business of such stockholder
and the beneficial owner, if any, on whose behalf the proposal is made;
and (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, (i)
the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, and (ii) the class
and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.

(3)Notwithstanding anything in the second sentence of Subsection
(3) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors
made by the Corporation at least seventy (70) days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Bylaw shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

(4)Only such persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as
directors, and only such business shall be conducted at an annual
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in these Bylaws. The chairman
of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was
made in accordance with the procedures set forth in these Bylaws and, if
any proposed nomination or business is not in compliance with these
Bylaws, to declare that such defective proposed business or nomination
shall be disregarded.

(5)For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or a comparable national news service, or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Exchange Act.

(6)Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Bylaw. Nothing in this Bylaw shall be
deemed to affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act.

                            Article III

Section 14.Nominations to the Board of Directors

The Board of Directors shall appoint a Nominating Committee and a
Nominating Committee Charter. The composition and duties of the
Nominating Committee shall be as set forth in the Nominating Committee
Charter. The Nominating Committee Charter shall be in compliance with
applicable requirements of the Rules of the National Association of
Securities Dealers, Inc. ("NASD") and NASDAQ. In lieu of the appointment
of a Nominating Committee and the adoption of a Nominating Committee
Charter, the entire Board may act as a nominating committee so long as
in doing so it remains compliant with all applicable requirements of the
NASD and NASDAQ.