content: 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): March 2, 1998
  
  
                           Commission File Number 0-12788
  
  
                            CASEY'S GENERAL STORES, INC.
               (Exact name of registrant as specified in its charter)
  
  
                    IOWA                                        42-0935283
       (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                     Identification Number)
  
  
                         ONE CONVENIENCE BLVD., ANKENY, IOWA
                      (Address of principal executive offices)
  
                                        50021
                                     (Zip Code)
  
                                   (515) 965-6100
                (Registrant's telephone number, including area code)
  
                                        NONE
                            (Former name, former address
                            if changed since last report)
  
  
  <PAGE>
  Item 5.           OTHER EVENTS.
  
       On  March 2,  1998,  the  Board of  Directors  approved  amendments  to the
  existing employment agreements with Donald F. Lamberti and Ronald M. Lamb, under
  which Mr.  Lamb would  assume the  position  of Chief  Executive  Officer of the
  Company  and Mr.  Lamberti  would  assume  a new  position  as  Chairman  of the
  Executive Committee.  The amendments are intended to implement the transition of
  Mr. Lamb to the position of Chief Executive Officer,  and become effective as of
  May 1, 1998.
  
       Copies of the amendments are being filed as exhibits to this Form 8-K.
  
  
  Item 7.           EXHIBITS.
  
  10.21(b)          First Amendment to Amended and Restated Employment Agreement
                    with Donald F. Lamberti
  
  10.22(b)          First Amendment to Amended and Restated Employment Agreement
                    with Ronald M. Lamb
  
  
  
  
  
  <PAGE>
                                      SIGNATURE
  
  
       Pursuant to the  requirements of Section 12 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.
  
  
                                           CASEY'S GENERAL STORES, INC.
  
  
  
  Date:  April 1, 1998           By:       /s/ Douglas K. Shull
                                           -----------------------------
                                           Douglas K. Shull
                                           Treasurer and Chief Financial Officer
  
  
  
  
  <PAGE>
                                      EXHIBITS
  
  
  EXHIBIT                             DESCRIPTION                           PAGE
  
  10.21(b)                   First Amendment to Amended and Restated         5
                             Employment Agreement with Donald F. Lamberti
  
  10.22(b)                   First Amendment to Amended and Restated         7
                             Employment Agreement with Ronald M. Lamb
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text: 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): March 2, 1998
  
                           Commission File Number 0-12788
  
                            CASEY'S GENERAL STORES, INC.
               (Exact name of registrant as specified in its charter)
  
                    IOWA                                        42-0935283
       (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                     Identification Number)
  
                         ONE CONVENIENCE BLVD., ANKENY, IOWA
                      (Address of principal executive offices)
  
                                        50021
                                     (Zip Code)
  
                                   (515) 965-6100
                (Registrant's telephone number, including area code)
  
                                        NONE
                            (Former name, former address
                            if changed since last report)
  Item 5.           OTHER EVENTS.
  
       On  March 2,  1998,  the  Board of  Directors  approved  amendments  to the
  existing employment agreements with Donald F. Lamberti and Ronald M. Lamb, under
  which Mr.  Lamb would  assume the  position  of Chief  Executive  Officer of the
  Company  and Mr.  Lamberti  would  assume  a new  position  as  Chairman  of the
  Executive Committee.  The amendments are intended to implement the transition of
  Mr. Lamb to the position of Chief Executive Officer,  and become effective as of
  May 1, 1998.
  
       Copies of the amendments are being filed as exhibits to this Form 8-K.
  
  Item 7.           EXHIBITS.
  
  10.21(b)          First Amendment to Amended and Restated Employment Agreement
                    with Donald F. Lamberti
  
  10.22(b)          First Amendment to Amended and Restated Employment Agreement
                    with Ronald M. Lamb
  SIGNATURE
  
       Pursuant to the  requirements of Section 12 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.
  
                                           CASEY'S GENERAL STORES, INC.
  
  Date:  April 1, 1998           By:       /s/ Douglas K. Shull
                                           -----------------------------
                                           Douglas K. Shull
                                           Treasurer and Chief Financial Officer
  EXHIBITS
  
  EXHIBIT                             DESCRIPTION                           PAGE
  
  10.21(b)                   First Amendment to Amended and Restated         5
                             Employment Agreement with Donald F. Lamberti
  
  10.22(b)                   First Amendment to Amended and Restated         7
                             Employment Agreement with Ronald M. Lamb