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): October 22, 1997
  
  
                           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 October 22, 1997,  the Board of Directors  (the  "Board") of Casey's
  General  Stores,  Inc.  (the  "Company"),  acting  on a  recommendation  of  its
  Compensation  Committee,  approved  of  several  changes to the  employment  and
  retirement  arrangements  with the Company's  four executive  officers  (Messrs.
  Lamberti,  Lamb,  Shull  and  Harmon)  (each  an  "Officer"  and  together,  the
  "Officers").  The Board's  actions  included  the  approval  of a  Non-Qualified
  Supplemental  Executive  Retirement  Plan (the "SERP"),  providing by means of a
  plan for the payment of retirement benefits to the Officers at substantially the
  same benefit  levels and under  substantially  the same terms and  conditions as
  such benefits were payable under the Officers' most recent employment contracts,
  and a Non-Qualified  Supplemental Executive Retirement Plan Trust Agreement (the
  "Trust  Agreement")  with  UMB  Bank,  n.a.,  intended  to  secure  the  payment
  obligations  of the  Company  under the SERP  following a change of control or a
  potential change of control of the Company.
  
           The SERP is an unfunded plan and a non-qualified  deferred compensation
  plan under the Internal Revenue Code of 1986 (the "Code"). The SERP provides for
  the payment of annual  retirement  benefits to the  Officers,  commencing on the
  first day of the calendar year immediately  following the calendar year in which
  the Officer's  Retirement Date occurs (the "Benefit Date") and continuing  until
  the Officer's  death.  For this purpose,  the  Retirement  Date of an Officer is
  deemed to be the earlier of the first day of the month immediately following the
  month during which the Officer (i)  voluntarily  terminates his employment  with
  the Company after attaining his Early  Retirement Age (defined to mean age 59 in
  the case of Messrs.  Lamberti and Lamb,  age 58 in the case of Mr. Shull and age
  55 in the case of Mr.  Harmon) or (ii) attains age 65.  Following  the Officer's
  death the payments  would continue to be made to his surviving  spouse,  if any,
  until the earlier of the expiration of the period ending on the twentieth (20th)
  anniversary of the Benefit Date or the death of the Officer's spouse.
  
           In the case of  Messrs.  Lamberti  and Lamb,  the  amount of the annual
  retirement  benefit  payable  under the SERP will be the sum of one-half of such
  Officer's salary for the year during which his retirement occurs. In the case of
  Mr. Shull, the amount of the annual retirement benefit would be one-third of his
  salary for the year  during  which he attains age 58 plus an  additional  amount
  equal to 2.4% of his salary for each  additional  full year of his employment by
  the Company  thereafter until he reaches age 65. In the case of Mr. Harmon,  the
  amount of the annual  retirement  benefit  would be one-fourth of his salary for
  the year during which he attains age 55 plus an additional  amount equal to 5.0%
  of his salary for each full  additional  year of his  employment  by the Company
  thereafter until he reaches age 60.
  
           The SERP provides that if an Officer's employment by the Company 
  terminates
  
  
  <PAGE>
  
  
  
  before he reaches his Early Retirement Age, whether with or without cause, or if
  an Officer's  employment  by the Company is  terminated  for cause,  no benefits
  shall be payable to the Officer under the SERP. At the present time,  therefore,
  Messrs.  Lamberti and Lamb (who  currently are age 60 and age 61,  respectively)
  each are eligible to receive retirement benefits under the SERP upon a voluntary
  termination of his employment.  Messrs.  Shull and Harmon (who currently are age
  54 and age 43, respectively) will not be eligible to receive retirement benefits
  under the SERP unless and until they reach  their  respective  Early  Retirement
  Ages and thereafter voluntarily terminate their employment with the Company.
  
           The Trust  Agreement  is intended to create a grantor  trust (or "rabbi
  trust") (the "Trust")  within the meaning of Section 671 of the Code, and is not
  intended  to qualify  under  Section  401(a) of the Code.  Following a change of
  control or a potential  change of control  (as defined in the Trust  Agreement),
  the  Company  is  required  by the  SERP  and  the  Trust  Agreement  to  make a
  contribution  to the Trust equal in amount to the maximum amount that may become
  payable to the Officers under the SERP (calculated  under the Officer's  current
  salaries to be $9.8 million). The maximum amount payable under the SERP is to be
  calculated by a firm of independent public  accountants or consulting  actuaries
  of  recognized  national  standing as the Trustee (UMB Bank,  n.a.) shall select
  (the "Consulting  Firm"). The Company's  contribution to the Trust is to be made
  in cash or  pursuant  to an  irrevocable  and  unconditional  letter  of  credit
  established by the Company for that purpose.
  
           The Trustee is required to perform all accounting  functions related to
  the Trust and to invest the Trust  assets.  The  Consulting  Firm is required to
  establish  and maintain a  memorandum  account for each Officer and to calculate
  the  amount  due to each  Officer  under  the SERP and to credit  the  Officer's
  accounts with all payments made. The Trustee is directed to make payments to the
  Officers  from the  Trust  assets in  accordance  with the  instructions  of the
  Consulting  Firm. The Trust assets are at all times subject to claims of general
  creditors  of the  Company,  and no  payments  from the Trust may be made in the
  event the Company is insolvent.
  
           At its meeting on October 22, 1997,  the Board also approved of Amended
  and Restated Employment Agreements (together,  the "Employment Agreements") with
  each of the  Officers,  continuing  their  employment  under the same  terms and
  conditions  approved  by the  Board  on March  2,  1992 (in the case of  Messrs.
  Lamberti,  Lamb and Shull) and July 19, 1994 (in the case of Mr. Harmon), and as
  amended by the Board on December 9, 1996, but modifying each Officer's agreement
  (i) to  eliminate  those  provisions  providing  for the  payment of  retirement
  benefits to the Officer under the agreement,  (ii) to add an "alternative excise
  tax cap"  provision  limiting  the  payments  or  benefits  to be received by an
  Officer  whose  employment  is  terminated  following  a change of control to an
  amount equal to 2.99 times the Officer's "base amount" determined in
  
  
  <PAGE>
  
  
  
  accordance with Section 280G of the Code and any temporary or final  regulations
  promulgated under that Section,  (iii) to add a provision permitting the Company
  to defer the payment of any portion of an Officer's severance payment that would
  not be deductible by the Company in the taxable year in which the payment is due
  by virtue of the "reasonable  compensation" limitations of Section 162(m) of the
  Code to a date sixteen months following the date of termination and (iv) to make
  other conforming and editorial changes.
  
           Attached hereto as Exhibits 10.30, 10.31, 10.21(a),  10.22(a), 10.23(a)
  and 10.24(a) and incorporated  herein by reference are copies of the SERP, Trust
  Agreement and the Employment Agreements.  The foregoing description is qualified
  in its entirety by reference to the full text of said documents.
  
  
                                      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:  November 6, 1997          By:       /s/ Douglas K. Shull
                                             ----------------------
                                             Douglas K. Shull
                                             Treasurer and Chief Financial Officer
  
  
  
  
  
  <PAGE>
  
  
  
                                      EXHIBITS
  
  
  EXHIBIT                             DESCRIPTION                          PAGE
  
  10.30                               Non-Qualified Supplemental
                                      Executive Retirement Plan
  
  10.31                               Non-Qualified Supplemental
                                      Executive Retirement Plan
                                      Trust Agreement with
                                      UMB Bank, n.a.
  
  10.21(a)                            Amended and Restated
                                      Employment Agreement
                                      with Donald F. Lamberti
  
  10.22(a)                            Amended and Restated
                                      Employment Agreement
                                      with Ronald M. Lamb
  
  10.23(a)                            Amended and Restated
                                      Employment Agreement
                                      with Douglas K. Shull
  
  10.24(a)                            Amended and Restated
                                      Employment Agreement
                                      with John G. Harmon
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metadata_filer: {"company-data": {"conformed-name": "CASEYS GENERAL STORES INC", "cik": "0000726958", "assigned-sic": "5412", "irs-number": "420935283", "state-of-incorporation": "IA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12788", "film-number": "97711582"}, "business-address": {"street1": "ONE CONVENIENCE BLVD", "city": "ANKENY", "state": "IA", "zip": "50021", "phone": "5159656100"}}
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): October 22, 1997
  
                           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 October 22, 1997,  the Board of Directors  (the  "Board") of Casey's
  General  Stores,  Inc.  (the  "Company"),  acting  on a  recommendation  of  its
  Compensation  Committee,  approved  of  several  changes to the  employment  and
  retirement  arrangements  with the Company's  four executive  officers  (Messrs.
  Lamberti,  Lamb,  Shull  and  Harmon)  (each  an  "Officer"  and  together,  the
  "Officers").  The Board's  actions  included  the  approval  of a  Non-Qualified
  Supplemental  Executive  Retirement  Plan (the "SERP"),  providing by means of a
  plan for the payment of retirement benefits to the Officers at substantially the
  same benefit  levels and under  substantially  the same terms and  conditions as
  such benefits were payable under the Officers' most recent employment contracts,
  and a Non-Qualified  Supplemental Executive Retirement Plan Trust Agreement (the
  "Trust  Agreement")  with  UMB  Bank,  n.a.,  intended  to  secure  the  payment
  obligations  of the  Company  under the SERP  following a change of control or a
  potential change of control of the Company.
  
           The SERP is an unfunded plan and a non-qualified  deferred compensation
  plan under the Internal Revenue Code of 1986 (the "Code"). The SERP provides for
  the payment of annual  retirement  benefits to the  Officers,  commencing on the
  first day of the calendar year immediately  following the calendar year in which
  the Officer's  Retirement Date occurs (the "Benefit Date") and continuing  until
  the Officer's  death.  For this purpose,  the  Retirement  Date of an Officer is
  deemed to be the earlier of the first day of the month immediately following the
  month during which the Officer (i)  voluntarily  terminates his employment  with
  the Company after attaining his Early  Retirement Age (defined to mean age 59 in
  the case of Messrs.  Lamberti and Lamb,  age 58 in the case of Mr. Shull and age
  55 in the case of Mr.  Harmon) or (ii) attains age 65.  Following  the Officer's
  death the payments  would continue to be made to his surviving  spouse,  if any,
  until the earlier of the expiration of the period ending on the twentieth (20th)
  anniversary of the Benefit Date or the death of the Officer's spouse.
  
           In the case of  Messrs.  Lamberti  and Lamb,  the  amount of the annual
  retirement  benefit  payable  under the SERP will be the sum of one-half of such
  Officer's salary for the year during which his retirement occurs. In the case of
  Mr. Shull, the amount of the annual retirement benefit would be one-third of his
  salary for the year  during  which he attains age 58 plus an  additional  amount
  equal to 2.4% of his salary for each  additional  full year of his employment by
  the Company  thereafter until he reaches age 65. In the case of Mr. Harmon,  the
  amount of the annual  retirement  benefit  would be one-fourth of his salary for
  the year during which he attains age 55 plus an additional  amount equal to 5.0%
  of his salary for each full  additional  year of his  employment  by the Company
  thereafter until he reaches age 60.
  
           The SERP provides that if an Officer's employment by the Company 
  terminates
  before he reaches his Early Retirement Age, whether with or without cause, or if
  an Officer's  employment  by the Company is  terminated  for cause,  no benefits
  shall be payable to the Officer under the SERP. At the present time,  therefore,
  Messrs.  Lamberti and Lamb (who  currently are age 60 and age 61,  respectively)
  each are eligible to receive retirement benefits under the SERP upon a voluntary
  termination of his employment.  Messrs.  Shull and Harmon (who currently are age
  54 and age 43, respectively) will not be eligible to receive retirement benefits
  under the SERP unless and until they reach  their  respective  Early  Retirement
  Ages and thereafter voluntarily terminate their employment with the Company.
  
           The Trust  Agreement  is intended to create a grantor  trust (or "rabbi
  trust") (the "Trust")  within the meaning of Section 671 of the Code, and is not
  intended  to qualify  under  Section  401(a) of the Code.  Following a change of
  control or a potential  change of control  (as defined in the Trust  Agreement),
  the  Company  is  required  by the  SERP  and  the  Trust  Agreement  to  make a
  contribution  to the Trust equal in amount to the maximum amount that may become
  payable to the Officers under the SERP (calculated  under the Officer's  current
  salaries to be $9.8 million). The maximum amount payable under the SERP is to be
  calculated by a firm of independent public  accountants or consulting  actuaries
  of  recognized  national  standing as the Trustee (UMB Bank,  n.a.) shall select
  (the "Consulting  Firm"). The Company's  contribution to the Trust is to be made
  in cash or  pursuant  to an  irrevocable  and  unconditional  letter  of  credit
  established by the Company for that purpose.
  
           The Trustee is required to perform all accounting  functions related to
  the Trust and to invest the Trust  assets.  The  Consulting  Firm is required to
  establish  and maintain a  memorandum  account for each Officer and to calculate
  the  amount  due to each  Officer  under  the SERP and to credit  the  Officer's
  accounts with all payments made. The Trustee is directed to make payments to the
  Officers  from the  Trust  assets in  accordance  with the  instructions  of the
  Consulting  Firm. The Trust assets are at all times subject to claims of general
  creditors  of the  Company,  and no  payments  from the Trust may be made in the
  event the Company is insolvent.
  
           At its meeting on October 22, 1997,  the Board also approved of Amended
  and Restated Employment Agreements (together,  the "Employment Agreements") with
  each of the  Officers,  continuing  their  employment  under the same  terms and
  conditions  approved  by the  Board  on March  2,  1992 (in the case of  Messrs.
  Lamberti,  Lamb and Shull) and July 19, 1994 (in the case of Mr. Harmon), and as
  amended by the Board on December 9, 1996, but modifying each Officer's agreement
  (i) to  eliminate  those  provisions  providing  for the  payment of  retirement
  benefits to the Officer under the agreement,  (ii) to add an "alternative excise
  tax cap"  provision  limiting  the  payments  or  benefits  to be received by an
  Officer  whose  employment  is  terminated  following  a change of control to an
  amount equal to 2.99 times the Officer's "base amount" determined in
  accordance with Section 280G of the Code and any temporary or final  regulations
  promulgated under that Section,  (iii) to add a provision permitting the Company
  to defer the payment of any portion of an Officer's severance payment that would
  not be deductible by the Company in the taxable year in which the payment is due
  by virtue of the "reasonable  compensation" limitations of Section 162(m) of the
  Code to a date sixteen months following the date of termination and (iv) to make
  other conforming and editorial changes.
  
           Attached hereto as Exhibits 10.30, 10.31, 10.21(a),  10.22(a), 10.23(a)
  and 10.24(a) and incorporated  herein by reference are copies of the SERP, Trust
  Agreement and the Employment Agreements.  The foregoing description is qualified
  in its entirety by reference to the full text of said documents.
  
                                      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:  November 6, 1997          By:       /s/ Douglas K. Shull
                                             ----------------------
                                             Douglas K. Shull
                                             Treasurer and Chief Financial Officer
  EXHIBITS
  
  EXHIBIT                             DESCRIPTION                          PAGE
  
  10.30                               Non-Qualified Supplemental
                                      Executive Retirement Plan
  
  10.31                               Non-Qualified Supplemental
                                      Executive Retirement Plan
                                      Trust Agreement with
                                      UMB Bank, n.a.
  
  10.21(a)                            Amended and Restated
                                      Employment Agreement
                                      with Donald F. Lamberti
  
  10.22(a)                            Amended and Restated
                                      Employment Agreement
                                      with Ronald M. Lamb
  
  10.23(a)                            Amended and Restated
                                      Employment Agreement
                                      with Douglas K. Shull
  
  10.24(a)                            Amended and Restated
                                      Employment Agreement
                                      with John G. Harmon