~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington,~~FORM ~~D.C.~~8-K ~~20549~~

~~FORM~~CURRENT ~~8-K~~ REPORT

~~CURRENT REPORT~~ Pursuant to Section 13 or 15(d) of the ~~Securities~~ ~~Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): August 18, 2004~~

~~Bestway,~~Date ~~Inc.~~ of Report (Date of earliest event reported):

~~(Exact~~November ~~name~~5, of2004 ~~registrant as specified in its charter)~~

Delaware	0-8568	81-0332743
(State or other	(Commission	(IRS employer
jurisdiction of	file number)	identification no.)
incorporation or
organization)

Bestway, Inc.

~~7800 Stemmons Freeway, Suite 320 Dallas, Texas 75247~~ (~~Address~~Exact ~~and~~name ~~zip~~of ~~code~~registrant ofas ~~principal~~specified ~~executive~~in ~~offices~~its charter)

Registrant’s telephone number, including area code: (214) 630-6655

Delaware

0-8568

81-0332743

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(IRS employer

identification no.)

~~TABLE~~7800 OFStemmons Freeway, ~~CONTENTS~~Suite 320

	Item 5. Other Events
	Item 7. Exhibits
SIGNATURE
EXHIBIT INDEX
Second Amendment to Amended/Restated Revolving Credit Loan Agreement
Extension Agreement
Press Release

Dallas, Texas 75247

~~Table~~(Address and zip code of ~~Contents~~principal executive offices)

~~Item~~Registrant’s 5.telephone ~~Other~~number, ~~Events~~including area code:

~~Pursuant~~(214) to630-6655 the Second Amendment to Second Amended and Restated Revolving Credit Loan Agreement, by and among the Company, Comerica Bank, the Company’s senior secured lender, and certain subsidiaries of the Company, on August 13, 2004, the Company, among other things, extended the maturity date of such agreement from May 31, 2006 to May 31, 2007 and modified certain covenants relating to Interest Coverage Ratio and Profitability, as well as increased the aggregate amount for Capital Expenditures and Acquisitions. A copy of the Second Amendment to Second Amended and Restated Revolving Credit Loan Agreement is attached hereto as Exhibit 99.1.

OnCheck ~~August 13, 2004,~~ the ~~Company~~appropriate ~~amended~~box ~~its~~below ~~subordinated~~if ~~note~~the ~~payable~~Form ~~to O’Donnell~~8-K &is ~~Masur,~~intended ~~L.P.,~~to ~~dated~~simultaneously ~~October 26,~~satisfy ~~2001. In~~ the filing ~~amendment,~~obligation ~~the~~of ~~Company extended~~ the ~~maturity~~Registrant ~~date~~under ~~from~~any ~~May 31, 2006 to May 31, 2007. A copy~~ of the ~~Extension~~ ~~Agreement~~following isprovisions: ~~attached hereto as Exhibit 99.2.~~

On¨ ~~August 17,~~Written ~~2004,~~communications ~~the~~pursuant ~~Company~~to ~~issued~~Rule a425 ~~press~~under ~~release announcing~~ the ~~foregoing~~ ~~amendments.~~Securities ~~A copy of the press release is attached hereto as Exhibit 99.3. Exhibits 99.1, 99.2 and 99.3 are each hereby incorporated herein by this reference.~~ Act

~~Item~~¨ 7.Soliciting ~~Exhibits~~material pursuant to Rule 14a-12 under the Exchange Act

~~(c)~~¨ ~~Exhibits~~Pre-commencement ~~The~~communications ~~following~~pursuant ~~exhibits~~to ~~are~~Rule ~~filed~~14d-2(b) ~~herewith:~~under the Exchange Act

99.1		Second Amendment to Second Amended and Restated Revolving Credit Loan Agreement, dated August 13, 2004, among the Company, Comerica Bank and the other parties signatories thereto.
99.2		Extension Agreement, dated August 13, 2004, between the Company and O’Donnell & Masur, L.P.
99.3		Press Release

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

~~[SIGNATURE~~Item ~~PAGE~~3.01 ~~FOLLOWS]~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Table~~On November 5, 2004, Bestway, Inc., a Delaware corporation (the “Company”), issued a press release announcing that that the Company received a letter from Nasdaq on November 2, 2004 indicating that the Company was not in compliance with Nasdaq’s requirements for continued listing of ~~Contents~~the Company’s common stock because Nasdaq had not received the Company’s Corporate Governance Certification Form, as required by Rule 4350. The notice does not itself result in the immediate delisting of the Company’s common stock. In the notice, Nasdaq stated that unless the Company requests a hearing with respect to this notice, the Company’s common stock will be delisted from The Nasdaq Stock Market at the opening of business on November 11, 2004. The Company will request a hearing with the Nasdaq Hearing Panel on this matter. There can be no assurance that the Panel will grant the Company’s request for continued listing. A timely request by the Company for a hearing will stay the delisting pending the hearing and a determination by the Nasdaq Hearing Panel. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by this reference.

~~SIGNATURE~~ Item 9.01 Financial Statements and Exhibits

~~Pursuant~~(c) ~~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.~~ Exhibits

~~BESTWAY,~~The ~~INC.~~following ~~By:~~Exhibit ~~/s/~~is ~~Beth~~filed A.herewith: ~~Durrett Beth A. Durrett Chief Financial Officer~~

~~Date:~~99.1 ~~August 18,~~Press ~~2004~~ Release.

~~Table~~[SIGNATURE ofPAGE ~~Contents~~FOLLOWS]

~~EXHIBIT~~2 ~~INDEX~~

Exhibit
Number		Description
99.1*		Second Amendment to Second Amended and Restated Revolving Credit Loan Agreement, dated August 13, 2004, among the Company, Comerica Bank and the other parties signatories thereto.
99.2*		Extension Agreement, dated August 13, 2004, between the Company and O’Donnell & Masur, L.P.
99.3*		Press Release.

SIGNATURE

*Pursuant ~~Filed~~to ~~herewith~~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.


BESTWAY, INC.

By:		/s/ BETH DURRETT
		Beth Durrett, Chief Financial Officer

Date: November 5, 2004

EXHIBIT INDEX


Exhibit Number		Description

99.1*		Press Release.

*	Filed herewith.

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