Registration No. 33-________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          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 50021
               (Address of principal executive offices) (Zip Code)


                          CASEY'S GENERAL STORES, INC.
                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)


                                 Ronald M. Lamb
                             Chief Executive Officer
                            One Convenience Boulevard
                               Ankeny, Iowa 50021
                     (Name and address of agent for service)

                                 (515) 965-6100
          (Telephone number, including area code, of agent for service)



<PAGE>



                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>            <S>              <S>               <S>               <S>

                                Proposed          Proposed
Title of                        Maximum           Maximum
Securities     Amount           Offering          Aggregate         Amount of
to be          to be            Price             Offering          Registration
Registered     Registered       Per Share         Price             Fee
-------------------------------------------------------------------------------
<C>            <C>              <C>               <C>               <C>
Common         200,000
Stock          shares           $13.75*           $2,750,000        $811.25
-------------------------------------------------------------------------------
</TABLE>


     * Pursuant to Rule 457(c) and (h),  the  indicated  price is based upon the
average ($13-3/4) of the high ($13-7/8) and low ($13-5/8) prices reported on the
NASDAQ National Market System as of June 12, 1998.




<PAGE>



PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  previously  filed by the Casey's  General Stores,
Inc.  (the  "Company"  or the  "Registrant")  with the  Securities  and Exchange
Commission  (file no. 0-12788)  pursuant to the Securities  Exchange Act of 1934
(the  "Exchange  Act")  are  incorporated  by  reference  in  this  Registration
Statement and made a part hereof:

     1. Annual Report on Form 10-K for the fiscal year ended April 30, 1997;

     2.  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended July 31,
1997;

         3. Current Report on Form 8-K dated November 10, 1997;

     4.  Quarterly  Report on Form 10-Q for the fiscal quarter ended October 31,
1997;

         5. Current Report on Form 8-K dated January 7, 1998;

     6.  Quarterly  Report on Form 10-Q for the fiscal quarter ended January 31,
1998.

         7. Current Report on Form 8-K dated April 2, 1998; and

     8.  "Description  of  Capital  Stock"  set  forth on pages 17 and 18 of the
Prospectus,  dated  September 11, 1997,  included in the Company's  Registration
Statement on Form S-3D (No. 333-35393).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the  Registration  Statement  relating to the Common Stock  offered
hereby  which  indicates  that  all such  Common  Stock  has been  sold or which
deregisters all such Common Stock then remaining  unsold,  shall be deemed to be
incorporated  by  reference  in  this  Registration  Statement  and to be a part
thereof from the date of filing of such documents.  Any statement contained in a
document  incorporated  or  deemed  to be  incorporated  by  reference  in  this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be  incorporated  by reference in this  Registration  Statement,
modifies, supersedes or replaces such statement. Any statement so modified or


<PAGE>



     superseded  shall not be deemed,  except as so modified or  superseded,  to
constitute a part of this Registration Statement.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  legality of the shares of Common  Stock  offered  pursuant to the Non-
Employee  Directors'  Stock Option Plan (the  "Directors  Option Plan") has been
passed upon by Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. ("Ahlers,
Cooney"),  100 Court  Avenue,  Suite 600,  Des Moines,  Iowa  50309.  Kenneth H.
Haynie, a shareholder in Ahlers,  Cooney,  is a member of the Board of Directors
of the  Company.  To date,  Mr.  Haynie  has  received  options to  purchase  an
aggregate  of 18,000  shares of Common  Stock under the  Directors  Option Plan.
Lawyers with Ahlers,  Cooney  (including Mr. Haynie) are deemed to  beneficially
own an aggregate of 83,612 shares of Common Stock.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  490.851 of the Iowa Business  Corporation Act ("IBCA") grants each
corporation organized thereunder, such as the Registrant, the power to indemnify
its  directors  and  officers  against  liabilities  for  certain of their acts.
Section B of Article X of the  Registrant's  Restated  and  Amended  Articles of
Incorporation  provides for  indemnification  of  directors  and officers of the
Registrant to the full extent permitted by Section 490.851 of the IBCA,  subject
to certain limited exceptions  including that no such  indemnification  shall be
provided for any  proceeding  wherein it shall be determined  by final  judicial
decision  that  such  director  or  officer  is  liable  (i) for a breach of the
director's duty of loyalty to the Registrant or its stockholders,  (ii) for acts
or omissions  not in good faith or which involve any  intentional  misconduct or
knowing  violation of the law,  (iii) for a transaction  from which the director
derives  an  improper  personal  benefit or (iv) under  former  Section  496A.44
(comparable  to current  Section  490.833) of the IBCA related to liability  for
unlawful distributions.

     Section  490.832 of the IBCA permits  corporations  to adopt a provision in
the articles of incorporation of each corporation organized thereunder,  such as
the Registrant,  eliminating or limiting, with certain exceptions,  the personal
liability  of  a  director  of  the   corporation  to  the  corporation  or  its
shareholders  for monetary  damages for breach of fiduciary  duty as a director.
Section A of Article X of the  Registrant's  Restated  and  Amended  Articles of
Incorporation eliminates the personal liability of each director


<PAGE>



     except for liability (i) for a breach of the director's  duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve any  intentional  misconduct  or knowing  violation of the law,
(iii) for a  transaction  from which the director  derives an improper  personal
benefit or (iv) under former  Section  496A.44  (comparable  to current  Section
490.833) of the IBCA related to liability for unlawful distributions.

     Section B of Article X further provides that the Registrant may, but is not
required  to,  maintain  insurance,  at its expense,  to protect  itself and any
director,  officer,  employee or agent of the  Registrant  against any  expense,
liability  or loss  whether  or not the  Registrant  would  have  the  power  to
indemnify  such person  against such expense,  liability or loss under the IBCA.
The Registrant carries standard  directors' and officers' liability coverage for
its  directors  and  officers.  Subject  to  certain  limitations,   the  policy
reimburses  the  Registrant  for  liabilities  indemnified  under  Article X and
indemnifies   directors  and  officers   against   additional   liabilities  not
indemnified under Article X.

     The foregoing statements are subject to the detailed provisions of Sections
490.832,  490.833  and  490.851  of the IBCA and  Article X of the  Registrant's
Restated and Amended Articles of Incorporation, as applicable.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

     The list of Exhibits included as part of this Registration Statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
hereby incorporated by reference herein.

         ITEM 9.  UNDERTAKINGS.

     (a) The undersigned  Registrant  hereby  undertakes (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration  Statement:  (i) to include any prospectus required by Section
10(a)(3)  of the  Securities  Act of 1933 (the  "Act"),  (ii) to  reflect in the
prospectus  any  facts  or  events  arising  after  the  effective  date  of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which, individually or in the aggregate,  represents a fundamental change in the
information  set forth in the  Registration  Statement  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information  in the  Registration  Statement;  provided,  however,  that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the


<PAGE>



     information required to be included in a post-effective  amendment by those
clauses is contained in periodic  reports  filed by the  Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are   incorporated  by  reference  in  the  Registration
Statement;  (2) that, for purposes of determining  any liability  under the Act,
each post-effective  amendment to this Registration Statement shall be deemed to
be a new Registration  Statement  relating to the securities offered herein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering  thereof;  and (3) to remove from  registration by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrant  will,  unless in the opinion of its  counsel,  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.




<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Ankeny, State of Iowa, on May 12, 1998.

                                         CASEY'S GENERAL STORES, INC.



May 12, 1998                            By       /s/ Ronald M. Lamb
------------------                               -----------------------------
Date                                             Ronald M. Lamb,
                                                 Chief Executive Officer





<PAGE>



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



Date:   May 12, 1998                       By:   /s/ Ronald M. Lamb
                                                 --------------------------
                                                 Ronald M. Lamb
                                                 Chief Executive Officer and
                                                 President, Director
                                                 (Principal Executive Officer)


Date:   May 12, 1998                       By:    /s/ Donald F. Lamberti
                                                  --------------------------
                                                  Donald F. Lamberti
                                                  Chairman of the Executive
                                                  Committee, Director


Date: May 12, 1998                         By:    /s/ Douglas K. Shull
                                                  --------------------------
                                                  Douglas K. Shull, Treasurer,
                                                  Director (Principal
                                                  Financial Officer and
                                                  Principal Accounting Officer)


Date: May 12, 1998                         By:    /s/ John G. Harmon
                                                  ----------------------------
                                                  John G. Harmon
                                                  Corporate Secretary, Director


Date:  June 3, 1998                        By:    /s/ Kenneth H. Haynie
                                                  -----------------------------
                                                  Kenneth H. Haynie
                                                  Director





<PAGE>



Date:  June 2, 1998                        By:    /s/ John R. Fitzgibbon
                                                  -----------------------------
                                                  John R. Fitzgibbon
                                                  Director


Date:  May 14, 1998                        By:    /s/ Patricia Clare Sullivan
                                                  -----------------------------
                                                  Patricia Clare Sullivan
                                                  Director


Date:  May 26, 1998                        By:    /s/ John P. Taylor
                                                  -----------------------------
                                                  John P. Taylor
                                                  Director






<PAGE>



                          CASEY'S GENERAL STORES, INC.
                         FORM S-8 REGISTRATION STATEMENT
                                  EXHIBIT INDEX

         EXHIBIT NO.             DESCRIPTION
         ------------            -----------
<TABLE>
<CAPTION>
         <C>                     <S>

         4.2                     Rights  Agreement  dated  as of June  14,  1989
                                 between Casey's General Stores, Inc. and United
                                 Missouri  Bank of Kansas City,  N.A., as Rights
                                 Agent, relating to Common Share Purchase Rights
                                 (a) and amendments thereto (b), (c), (d)

         5                       Opinion of Ahlers, Cooney,
                                 Dorweiler, Haynie, Smith & Allbee, P.C.
                                 regarding legality of shares issued under the
                                 Non-Employee Directors' Stock Option Plan

         10.27                   Non-Employee Directors' Stock Option Plan (e)

         23(a)                   Consent of Ahlers, Cooney,
                                 Dorweiler, Haynie, Smith & Allbee, P.C.,
                                 included in their opinion filed as Exhibit 5

         23(b)                   Consent of KPMG Peat Marwick LLP
</TABLE>


---------------------------

(a)  Incorporated  by  reference  from the  Registration  Statement  on Form 8-A
(0-12788) filed on June 19, 1989.

(b)  Incorporated  by  reference  from  the  Form  8  (Amendment  No.  1 to  the
Registration  Statement  on Form 8-A filed June 19,  1989) filed  September  10,
1990.

(c)  Incorporated  by  reference  from the Form  8-A/A  (Amendment  No. 3 to the
Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994.

(d)  Incorporated  by reference  from the Form 8-A12G/A  (Amendment No. 2 to the
Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994.



<PAGE>



(e)  Incorporated  by reference  from the Quarterly  Report on Form 10-Q for the
fiscal quarter ended July 31, 1994.




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN", "secsgml_size_bytes": 18767}]
{"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": "S-8", "act": "33", "file-number": "333-56977", "film-number": "98649316"}, "business-address": {"street1": "ONE CONVENIENCE BLVD", "city": "ANKENY", "state": "IA", "zip": "50021", "phone": "5159656100"}}
Registration No. 33-________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          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 50021
               (Address of principal executive offices) (Zip Code)

                          CASEY'S GENERAL STORES, INC.
                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                                 Ronald M. Lamb
                             Chief Executive Officer
                            One Convenience Boulevard
                               Ankeny, Iowa 50021
                     (Name and address of agent for service)

                                 (515) 965-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Proposed          Proposed
Title of                        Maximum           Maximum
Securities     Amount           Offering          Aggregate         Amount of
to be          to be            Price             Offering          Registration
Registered     Registered       Per Share         Price             Fee
-------------------------------------------------------------------------------
Common         200,000
Stock          shares           $13.75*           $2,750,000        $811.25
-------------------------------------------------------------------------------
* Pursuant to Rule 457(c) and (h),  the  indicated  price is based upon the
average ($13-3/4) of the high ($13-7/8) and low ($13-5/8) prices reported on the
NASDAQ National Market System as of June 12, 1998.
PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  previously  filed by the Casey's  General Stores,
Inc.  (the  "Company"  or the  "Registrant")  with the  Securities  and Exchange
Commission  (file no. 0-12788)  pursuant to the Securities  Exchange Act of 1934
(the  "Exchange  Act")  are  incorporated  by  reference  in  this  Registration
Statement and made a part hereof:

     1. Annual Report on Form 10-K for the fiscal year ended April 30, 1997;

     2.  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended July 31,
1997;

         3. Current Report on Form 8-K dated November 10, 1997;

     4.  Quarterly  Report on Form 10-Q for the fiscal quarter ended October 31,
1997;

         5. Current Report on Form 8-K dated January 7, 1998;

     6.  Quarterly  Report on Form 10-Q for the fiscal quarter ended January 31,
1998.

         7. Current Report on Form 8-K dated April 2, 1998; and

     8.  "Description  of  Capital  Stock"  set  forth on pages 17 and 18 of the
Prospectus,  dated  September 11, 1997,  included in the Company's  Registration
Statement on Form S-3D (No. 333-35393).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the  Registration  Statement  relating to the Common Stock  offered
hereby  which  indicates  that  all such  Common  Stock  has been  sold or which
deregisters all such Common Stock then remaining  unsold,  shall be deemed to be
incorporated  by  reference  in  this  Registration  Statement  and to be a part
thereof from the date of filing of such documents.  Any statement contained in a
document  incorporated  or  deemed  to be  incorporated  by  reference  in  this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be  incorporated  by reference in this  Registration  Statement,
modifies, supersedes or replaces such statement. Any statement so modified or
superseded  shall not be deemed,  except as so modified or  superseded,  to
constitute a part of this Registration Statement.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  legality of the shares of Common  Stock  offered  pursuant to the Non-
Employee  Directors'  Stock Option Plan (the  "Directors  Option Plan") has been
passed upon by Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. ("Ahlers,
Cooney"),  100 Court  Avenue,  Suite 600,  Des Moines,  Iowa  50309.  Kenneth H.
Haynie, a shareholder in Ahlers,  Cooney,  is a member of the Board of Directors
of the  Company.  To date,  Mr.  Haynie  has  received  options to  purchase  an
aggregate  of 18,000  shares of Common  Stock under the  Directors  Option Plan.
Lawyers with Ahlers,  Cooney  (including Mr. Haynie) are deemed to  beneficially
own an aggregate of 83,612 shares of Common Stock.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  490.851 of the Iowa Business  Corporation Act ("IBCA") grants each
corporation organized thereunder, such as the Registrant, the power to indemnify
its  directors  and  officers  against  liabilities  for  certain of their acts.
Section B of Article X of the  Registrant's  Restated  and  Amended  Articles of
Incorporation  provides for  indemnification  of  directors  and officers of the
Registrant to the full extent permitted by Section 490.851 of the IBCA,  subject
to certain limited exceptions  including that no such  indemnification  shall be
provided for any  proceeding  wherein it shall be determined  by final  judicial
decision  that  such  director  or  officer  is  liable  (i) for a breach of the
director's duty of loyalty to the Registrant or its stockholders,  (ii) for acts
or omissions  not in good faith or which involve any  intentional  misconduct or
knowing  violation of the law,  (iii) for a transaction  from which the director
derives  an  improper  personal  benefit or (iv) under  former  Section  496A.44
(comparable  to current  Section  490.833) of the IBCA related to liability  for
unlawful distributions.

     Section  490.832 of the IBCA permits  corporations  to adopt a provision in
the articles of incorporation of each corporation organized thereunder,  such as
the Registrant,  eliminating or limiting, with certain exceptions,  the personal
liability  of  a  director  of  the   corporation  to  the  corporation  or  its
shareholders  for monetary  damages for breach of fiduciary  duty as a director.
Section A of Article X of the  Registrant's  Restated  and  Amended  Articles of
Incorporation eliminates the personal liability of each director
except for liability (i) for a breach of the director's  duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve any  intentional  misconduct  or knowing  violation of the law,
(iii) for a  transaction  from which the director  derives an improper  personal
benefit or (iv) under former  Section  496A.44  (comparable  to current  Section
490.833) of the IBCA related to liability for unlawful distributions.

     Section B of Article X further provides that the Registrant may, but is not
required  to,  maintain  insurance,  at its expense,  to protect  itself and any
director,  officer,  employee or agent of the  Registrant  against any  expense,
liability  or loss  whether  or not the  Registrant  would  have  the  power  to
indemnify  such person  against such expense,  liability or loss under the IBCA.
The Registrant carries standard  directors' and officers' liability coverage for
its  directors  and  officers.  Subject  to  certain  limitations,   the  policy
reimburses  the  Registrant  for  liabilities  indemnified  under  Article X and
indemnifies   directors  and  officers   against   additional   liabilities  not
indemnified under Article X.

     The foregoing statements are subject to the detailed provisions of Sections
490.832,  490.833  and  490.851  of the IBCA and  Article X of the  Registrant's
Restated and Amended Articles of Incorporation, as applicable.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

     The list of Exhibits included as part of this Registration Statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
hereby incorporated by reference herein.

         ITEM 9.  UNDERTAKINGS.

     (a) The undersigned  Registrant  hereby  undertakes (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration  Statement:  (i) to include any prospectus required by Section
10(a)(3)  of the  Securities  Act of 1933 (the  "Act"),  (ii) to  reflect in the
prospectus  any  facts  or  events  arising  after  the  effective  date  of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which, individually or in the aggregate,  represents a fundamental change in the
information  set forth in the  Registration  Statement  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information  in the  Registration  Statement;  provided,  however,  that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective  amendment by those
clauses is contained in periodic  reports  filed by the  Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are   incorporated  by  reference  in  the  Registration
Statement;  (2) that, for purposes of determining  any liability  under the Act,
each post-effective  amendment to this Registration Statement shall be deemed to
be a new Registration  Statement  relating to the securities offered herein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering  thereof;  and (3) to remove from  registration by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrant  will,  unless in the opinion of its  counsel,  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Ankeny, State of Iowa, on May 12, 1998.

                                         CASEY'S GENERAL STORES, INC.

May 12, 1998                            By       /s/ Ronald M. Lamb
------------------                               -----------------------------
Date                                             Ronald M. Lamb,
                                                 Chief Executive Officer
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Date:   May 12, 1998                       By:   /s/ Ronald M. Lamb
                                                 --------------------------
                                                 Ronald M. Lamb
                                                 Chief Executive Officer and
                                                 President, Director
                                                 (Principal Executive Officer)

Date:   May 12, 1998                       By:    /s/ Donald F. Lamberti
                                                  --------------------------
                                                  Donald F. Lamberti
                                                  Chairman of the Executive
                                                  Committee, Director

Date: May 12, 1998                         By:    /s/ Douglas K. Shull
                                                  --------------------------
                                                  Douglas K. Shull, Treasurer,
                                                  Director (Principal
                                                  Financial Officer and
                                                  Principal Accounting Officer)

Date: May 12, 1998                         By:    /s/ John G. Harmon
                                                  ----------------------------
                                                  John G. Harmon
                                                  Corporate Secretary, Director

Date:  June 3, 1998                        By:    /s/ Kenneth H. Haynie
                                                  -----------------------------
                                                  Kenneth H. Haynie
                                                  Director
Date:  June 2, 1998                        By:    /s/ John R. Fitzgibbon
                                                  -----------------------------
                                                  John R. Fitzgibbon
                                                  Director

Date:  May 14, 1998                        By:    /s/ Patricia Clare Sullivan
                                                  -----------------------------
                                                  Patricia Clare Sullivan
                                                  Director

Date:  May 26, 1998                        By:    /s/ John P. Taylor
                                                  -----------------------------
                                                  John P. Taylor
                                                  Director
CASEY'S GENERAL STORES, INC.
                         FORM S-8 REGISTRATION STATEMENT
                                  EXHIBIT INDEX

         EXHIBIT NO.             DESCRIPTION
         ------------            -----------
4.2                     Rights  Agreement  dated  as of June  14,  1989
                                 between Casey's General Stores, Inc. and United
                                 Missouri  Bank of Kansas City,  N.A., as Rights
                                 Agent, relating to Common Share Purchase Rights
                                 (a) and amendments thereto (b), (c), (d)

         5                       Opinion of Ahlers, Cooney,
                                 Dorweiler, Haynie, Smith & Allbee, P.C.
                                 regarding legality of shares issued under the
                                 Non-Employee Directors' Stock Option Plan

         10.27                   Non-Employee Directors' Stock Option Plan (e)

         23(a)                   Consent of Ahlers, Cooney,
                                 Dorweiler, Haynie, Smith & Allbee, P.C.,
                                 included in their opinion filed as Exhibit 5

         23(b)                   Consent of KPMG Peat Marwick LLP
---------------------------

(a)  Incorporated  by  reference  from the  Registration  Statement  on Form 8-A
(0-12788) filed on June 19, 1989.

(b)  Incorporated  by  reference  from  the  Form  8  (Amendment  No.  1 to  the
Registration  Statement  on Form 8-A filed June 19,  1989) filed  September  10,
1990.

(c)  Incorporated  by  reference  from the Form  8-A/A  (Amendment  No. 3 to the
Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994.

(d)  Incorporated  by reference  from the Form 8-A12G/A  (Amendment No. 2 to the
Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994.
(e)  Incorporated  by reference  from the Quarterly  Report on Form 10-Q for the
fiscal quarter ended July 31, 1994.