AS FILED WITH THE SECURITIES AND
                    EXCHANGE COMMISSION ON DECEMBER 23, 1999
                                REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8
             REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933

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



                                   AGWAY INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
         DELAWARE                                      15-0277720
  (STATE OF INCORPORATION)              (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                   333 BUTTERNUT DRIVE, DEWITT, NEW YORK 13214
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                  AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN
                            (FULL TITLE OF THE PLAN)

                              DAVID M. HAYES, ESQ.
                                   AGWAY INC.
                                  P.O. BOX 4933
                          Syracuse, New York 13221-4933
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                  315-449-6436
                     (TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

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








<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                         AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING     AMOUNT OF
SECURITIES TO BE REGISTERED                     REGISTERED       PER UNIT (1)           PRICE       REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>             <C>                 <C>
Participations in Agway Inc.
  Employees' Thrift Investment Plan           $  25,000,000        $  1.00         $  25,000,000       $   6,950.00

</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


(1) Amounts  contributed by employees are invested in a pool of the registrant's
securities;  accordingly, each participation has been assigned a value of $1.00,
and each dollar invested is deemed to purchase one participation interest.



<PAGE>



The  purpose  of  this  Registration  Statement  is  to  register  additional
participations in the Agway Inc. Employees' Thrift Investment Plan.

                                     PART 1

The documents constituting Part I of this Registration Statement are provided to
participants in the Agway Inc.  Employees' Thrift Investment Plan as provided by
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents  filed by Agway and the Plan with the  Securities  and
Exchange  Commission  pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 are incorporated herein by reference:

        a)    The  Annual  Report  on  Form  10-K of Agway Inc. and consolidated
              subsidiaries for the year ended June 30, 1999.
        b)    The Plan's  Annual  Report on Form 11-K filed as an Exhibit to the
              Annual Report of Agway Inc. on Form 10-K for the fiscal year ended
              June 30, 1999.
        c)    All other reports filed by Agway or the Plan pursuant to Sections
              13(a) or 15(d) of the Securities Exchange Act of 1934 subsequent
              to June 30, 1999.

All documents filed by Agway or the Plan pursuant to Sections  13(a),  13(c), 14
or 15(d) of the  Securities  Exchange Act of 1934 from the date hereof and prior
to the filing of a post-effective amendment, which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Legal matters in connection  with the  securities  offered by the Plan have been
passed upon for Agway by David M. Hayes,  Esq.,  Senior Vice President,  General
Counsel and  Secretary  of the  Company;  Mr.  Hayes is also a Director of Agway
Financial Corporation.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS:

Article 12 of Agway's By-Laws outlines the right to indemnification,  prepayment
of expenses incurred and claims for  indemnification  by directors and officers.
The full text of Article 12 of Agway's  By-Laws is filed by reference to Item 15
of  Registration  Statement on Form S-3, File No.  333-34781  dated September 2,
1997.

Section 145 of the Delaware  General  Corporation  Law permits a corporation  to
indemnify  its officers and  directors  against  liabilities  as provided for in
Agway's  By-Laws.  Under the terms of a Directors  and  Officers  Liability  and
Corporation  Reimbursement  Policy purchased by Agway, each of the directors and
officers of Agway is insured against loss arising from any claim or claims which
may be made during the policy  period by reason of any  wrongful act (as defined
in the policy) in their capacities as directors or officers. In addition,  Agway
is  insured  against  loss  arising  from any claim or claims  which may be made
during the policy  period  against any director or officer of Agway by reason of
any wrongful act (as defined in the policy) in their  capacities as directors or
officers,  but only when the  directors or officers  shall have been entitled to
indemnification by Agway.


                                        2

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.


ITEM 8.  EXHIBITS

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
    4             Agway Inc. Employees' Thrift Investment Plan, as amended.

    5             Opinion of Counsel, David M. Hayes, Esq.

    5.2           Internal Revenue Service Determination Letter

   23.1           Consent of Counsel, David M. Hayes, Esq. (Included in Exhibit
                  5)

   23.2           Consent of Independent Accountants, PricewaterhouseCoopers LLP




                                        3

<PAGE>



ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

A.     1.  To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

       a.  To include any Prospectus  required  by  Section  10 (a) (3)  of  the
       Securities Act of 1933;

       b. 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, represent a fundamental change in the information set forth in
       the registration statement.  Notwithstanding the foregoing,  any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities  offered would not exceed that which was  registered)  and any
       deviation  from the low or high  end of the  estimated  maximum  offering
       range may be reflected in the form of prospects filed with the Commission
       pursuant to Rule 424(b) if, in the  aggregate,  the changes in the volume
       and price  represent  no more than a 20% change in the maximum  aggregate
       offering price set forth in the  "Calculation of Registration  Fee" table
       in the effective registration statement;

       c. 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,
       including  (but not  limited  to) any  addition or deletion of a managing
       underwriter;

       2.  That,  for  the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  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;

B.     That, for purposes of determining  liability  under the Securities Act of
       1933, each filing of the  registrant's  annual report pursuant to Section
       13(a) or Section 15(d) of the  Securities  Exchange Act of 1934, and each
       filing of the plan's  annual report  pursuant to 15(d) of the  Securities
       Exchange  Act  of  1934,   that  is  incorporated  by  reference  in  the
       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 Securities
       Act  of  1933  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 either of the registrant of expenses incurred or paid
       by  a  director, officer  or controlling person of such 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   questions   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.

D.     To remove from registration by means of a post-effective amendment any of
       the securities which remain unsold at the termination of the offering.

E.     To  submit  the plan or  amendment  to the plan to the  Internal  Revenue
       Service (IRS) in a timely manner and to make all changes  required by the
       IRS in order to qualify the plan.


                                        4

<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 Town of DeWitt,  and the State of New York,  on December 21,
1999.

                                        AGWAY INC.
                                       (Registrant)



                                      By  /s/ Donald P. Cardarelli
                                     -------------------------------------
                                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                        (PRINCIPAL EXECUTIVE OFFICER)

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
                  SIGNATURE                                       TITLE                                   DATE
                  ---------                                       -----                                   ----
           <S>                                       <C>                                              <C>
           /s/ Donald P. Cardarelli                  President and Chief Executive Officer            Dec. 21,1999
            (DONALD P. CARDARELLI)                        (Principal Executive Officer)



           /s/ Peter J. O'Neill                      Senior Vice President, Finance & Control         Dec. 21, 1999
              (PETER J. O'NEILL)                          (Principal Financial Officer and
                                                          Principal Accounting Officer)



           /s/ Gary K. Van Slyke                     Chairman of the                                  Dec. 21, 1999
             (GARY K. VAN SLYKE)                         Board and Director



           /s/ Andrew J. Gilbert                     Vice Chairman of the                             Dec. 21, 1999
              (ANDREW J. GILBERT)                         Board and Director



           /s/ Kevin B. Barrett                      Director                                         Dec. 21, 1999
              (KEVIN B. BARRETT)



           /s/ Keith H. Carlisle                     Director                                         Dec. 21, 1999
              (KEITH H. CARLISLE)



           /s/ D. Gilbert Couser                     Director                                         Dec. 21, 1999
              (D. GILBERT COUSER)

                                        5
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                  SIGNATURE                                       TITLE                                DATE
                  ---------                                       -----                                ----
            <S>                                                 <C>                                  <C>
            /s/ Ralph H. Heffner                                Director                             Dec. 21, 1999
              (RALPH H. HEFFNER)



            /s/ Robert L. Marshman                              Director                             Dec. 21, 1999
             (ROBERT L. MARSHMAN)



            /s/ Jeffrey B. Martin                               Director                             Dec. 21, 1999
              (JEFFREY B. MARTIN)



            /s/ Samuel F. Minor                                 Director                             Dec. 21, 1999
               (SAMUEL F. MINOR)



            /s/ Richard K. Skellie                              Director                             Dec. 21, 1999
             (RICHARD K. SKELLIE)



            /s/ Carl D. Smith                                   Director                             Dec. 21, 1999
                (CARL D. SMITH)



            /s/ Thomas E. Smith                                 Director                             Dec. 21, 1999
               (THOMAS E. SMITH)



            /s/ Joel L. Wenger                                  Director                             Dec. 21, 1999
               (JOEL L. WENGER)



            /s/ Edwin C. Whitehead                              Director                             Dec. 21, 1999
             (EDWIN C. WHITEHEAD)



            /s/ William W. Young                                Director                             Dec. 21, 1999
              (WILLIAM W. YOUNG)

</TABLE>

                                        6

<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees  (or  other  persons  who   administer   the  Plan)  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of DeWitt, and State of New York, on the

                                    AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN



                                    By                  /s/ Nels G. Magnuson
                                                           CHAIRMAN, EBPAC




                                        7

<PAGE>




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





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    EXHIBITS

                                   FILED WITH


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933





                                   AGWAY INC.



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


                                  EXHIBIT INDEX


EXHIBIT NUMBER

 (4)     Agway Inc. Employees' Thrift Investment Plan, as amended

 (5)     Opinion of counsel, David M. Hayes, Esq.

(5.2)    Internal Revenue Service Determination Letter

(23.1)   Consent of Counsel, David M. Hayes, Esq. (Including in Exhibit 5)

(23.2)   Consent of Independent Accountants, Pricewaterhouse Coopers, LLP
[{"type": "S-8", "sequence": "1", "description": "THRIFT INVESTMENT PLAN", "secsgml_size_bytes": 18104}]
{"company-data": {"conformed-name": "AGWAY INC", "cik": "0000002852", "assigned-sic": "2040", "irs-number": "150277720", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93531", "film-number": "99779967"}, "business-address": {"street1": "333 BUTTERNUT DR", "city": "DEWITT", "state": "NY", "zip": "13214", "phone": "3154496431"}}
AS FILED WITH THE SECURITIES AND
                    EXCHANGE COMMISSION ON DECEMBER 23, 1999
                                REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933

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

                                   AGWAY INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
         DELAWARE                                      15-0277720
  (STATE OF INCORPORATION)              (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                   333 BUTTERNUT DRIVE, DEWITT, NEW YORK 13214
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                  AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN
                            (FULL TITLE OF THE PLAN)

                              DAVID M. HAYES, ESQ.
                                   AGWAY INC.
                                  P.O. BOX 4933
                          Syracuse, New York 13221-4933
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                  315-449-6436
                     (TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                               ------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                         AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING     AMOUNT OF
SECURITIES TO BE REGISTERED                     REGISTERED       PER UNIT (1)           PRICE       REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Participations in Agway Inc.
  Employees' Thrift Investment Plan           $  25,000,000        $  1.00         $  25,000,000       $   6,950.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1) Amounts  contributed by employees are invested in a pool of the registrant's
securities;  accordingly, each participation has been assigned a value of $1.00,
and each dollar invested is deemed to purchase one participation interest.
The  purpose  of  this  Registration  Statement  is  to  register  additional
participations in the Agway Inc. Employees' Thrift Investment Plan.

                                     PART 1

The documents constituting Part I of this Registration Statement are provided to
participants in the Agway Inc.  Employees' Thrift Investment Plan as provided by
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents  filed by Agway and the Plan with the  Securities  and
Exchange  Commission  pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 are incorporated herein by reference:

        a)    The  Annual  Report  on  Form  10-K of Agway Inc. and consolidated
              subsidiaries for the year ended June 30, 1999.
        b)    The Plan's  Annual  Report on Form 11-K filed as an Exhibit to the
              Annual Report of Agway Inc. on Form 10-K for the fiscal year ended
              June 30, 1999.
        c)    All other reports filed by Agway or the Plan pursuant to Sections
              13(a) or 15(d) of the Securities Exchange Act of 1934 subsequent
              to June 30, 1999.

All documents filed by Agway or the Plan pursuant to Sections  13(a),  13(c), 14
or 15(d) of the  Securities  Exchange Act of 1934 from the date hereof and prior
to the filing of a post-effective amendment, which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Legal matters in connection  with the  securities  offered by the Plan have been
passed upon for Agway by David M. Hayes,  Esq.,  Senior Vice President,  General
Counsel and  Secretary  of the  Company;  Mr.  Hayes is also a Director of Agway
Financial Corporation.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS:

Article 12 of Agway's By-Laws outlines the right to indemnification,  prepayment
of expenses incurred and claims for  indemnification  by directors and officers.
The full text of Article 12 of Agway's  By-Laws is filed by reference to Item 15
of  Registration  Statement on Form S-3, File No.  333-34781  dated September 2,
1997.

Section 145 of the Delaware  General  Corporation  Law permits a corporation  to
indemnify  its officers and  directors  against  liabilities  as provided for in
Agway's  By-Laws.  Under the terms of a Directors  and  Officers  Liability  and
Corporation  Reimbursement  Policy purchased by Agway, each of the directors and
officers of Agway is insured against loss arising from any claim or claims which
may be made during the policy  period by reason of any  wrongful act (as defined
in the policy) in their capacities as directors or officers. In addition,  Agway
is  insured  against  loss  arising  from any claim or claims  which may be made
during the policy  period  against any director or officer of Agway by reason of
any wrongful act (as defined in the policy) in their  capacities as directors or
officers,  but only when the  directors or officers  shall have been entitled to
indemnification by Agway.

                                        2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
    4             Agway Inc. Employees' Thrift Investment Plan, as amended.

    5             Opinion of Counsel, David M. Hayes, Esq.

    5.2           Internal Revenue Service Determination Letter

   23.1           Consent of Counsel, David M. Hayes, Esq. (Included in Exhibit
                  5)

   23.2           Consent of Independent Accountants, PricewaterhouseCoopers LLP

                                        3
ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

A.     1.  To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

       a.  To include any Prospectus  required  by  Section  10 (a) (3)  of  the
       Securities Act of 1933;

       b. 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, represent a fundamental change in the information set forth in
       the registration statement.  Notwithstanding the foregoing,  any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities  offered would not exceed that which was  registered)  and any
       deviation  from the low or high  end of the  estimated  maximum  offering
       range may be reflected in the form of prospects filed with the Commission
       pursuant to Rule 424(b) if, in the  aggregate,  the changes in the volume
       and price  represent  no more than a 20% change in the maximum  aggregate
       offering price set forth in the  "Calculation of Registration  Fee" table
       in the effective registration statement;

       c. 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,
       including  (but not  limited  to) any  addition or deletion of a managing
       underwriter;

       2.  That,  for  the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  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;

B.     That, for purposes of determining  liability  under the Securities Act of
       1933, each filing of the  registrant's  annual report pursuant to Section
       13(a) or Section 15(d) of the  Securities  Exchange Act of 1934, and each
       filing of the plan's  annual report  pursuant to 15(d) of the  Securities
       Exchange  Act  of  1934,   that  is  incorporated  by  reference  in  the
       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 Securities
       Act  of  1933  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 either of the registrant of expenses incurred or paid
       by  a  director, officer  or controlling person of such 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   questions   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.

D.     To remove from registration by means of a post-effective amendment any of
       the securities which remain unsold at the termination of the offering.

E.     To  submit  the plan or  amendment  to the plan to the  Internal  Revenue
       Service (IRS) in a timely manner and to make all changes  required by the
       IRS in order to qualify the plan.

                                        4
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 Town of DeWitt,  and the State of New York,  on December 21,
1999.

                                        AGWAY INC.
                                       (Registrant)

                                      By  /s/ Donald P. Cardarelli
                                     -------------------------------------
                                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                        (PRINCIPAL EXECUTIVE OFFICER)

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
SIGNATURE                                       TITLE                                   DATE
                  ---------                                       -----                                   ----
/s/ Donald P. Cardarelli                  President and Chief Executive Officer            Dec. 21,1999
            (DONALD P. CARDARELLI)                        (Principal Executive Officer)

           /s/ Peter J. O'Neill                      Senior Vice President, Finance & Control         Dec. 21, 1999
              (PETER J. O'NEILL)                          (Principal Financial Officer and
                                                          Principal Accounting Officer)

           /s/ Gary K. Van Slyke                     Chairman of the                                  Dec. 21, 1999
             (GARY K. VAN SLYKE)                         Board and Director

           /s/ Andrew J. Gilbert                     Vice Chairman of the                             Dec. 21, 1999
              (ANDREW J. GILBERT)                         Board and Director

           /s/ Kevin B. Barrett                      Director                                         Dec. 21, 1999
              (KEVIN B. BARRETT)

           /s/ Keith H. Carlisle                     Director                                         Dec. 21, 1999
              (KEITH H. CARLISLE)

           /s/ D. Gilbert Couser                     Director                                         Dec. 21, 1999
              (D. GILBERT COUSER)

                                        5
SIGNATURE                                       TITLE                                DATE
                  ---------                                       -----                                ----
/s/ Ralph H. Heffner                                Director                             Dec. 21, 1999
              (RALPH H. HEFFNER)

            /s/ Robert L. Marshman                              Director                             Dec. 21, 1999
             (ROBERT L. MARSHMAN)

            /s/ Jeffrey B. Martin                               Director                             Dec. 21, 1999
              (JEFFREY B. MARTIN)

            /s/ Samuel F. Minor                                 Director                             Dec. 21, 1999
               (SAMUEL F. MINOR)

            /s/ Richard K. Skellie                              Director                             Dec. 21, 1999
             (RICHARD K. SKELLIE)

            /s/ Carl D. Smith                                   Director                             Dec. 21, 1999
                (CARL D. SMITH)

            /s/ Thomas E. Smith                                 Director                             Dec. 21, 1999
               (THOMAS E. SMITH)

            /s/ Joel L. Wenger                                  Director                             Dec. 21, 1999
               (JOEL L. WENGER)

            /s/ Edwin C. Whitehead                              Director                             Dec. 21, 1999
             (EDWIN C. WHITEHEAD)

            /s/ William W. Young                                Director                             Dec. 21, 1999
              (WILLIAM W. YOUNG)
6
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees  (or  other  persons  who   administer   the  Plan)  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of DeWitt, and State of New York, on the

                                    AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                                    By                  /s/ Nels G. Magnuson
                                                           CHAIRMAN, EBPAC

                                        7
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

                                   FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   AGWAY INC.

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                                  EXHIBIT INDEX

EXHIBIT NUMBER

 (4)     Agway Inc. Employees' Thrift Investment Plan, as amended

 (5)     Opinion of counsel, David M. Hayes, Esq.

(5.2)    Internal Revenue Service Determination Letter

(23.1)   Consent of Counsel, David M. Hayes, Esq. (Including in Exhibit 5)

(23.2)   Consent of Independent Accountants, Pricewaterhouse Coopers, LLP