<PAGE>1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1994
                                                     Registration No. 33-
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
                      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)
                                                    Copy to:
   NELS G. MAGNUSON, Esq.                       DAVID M. HAYES, Esq.
          AGWAY INC.                               AGWAY INC.
           BOX 4933                                 BOX 4933
Syracuse, New York  13221-4933            Syracuse, New York  13221-4933
(Name and address of agent for service)
         315-449-6412
(Telephone number, including area code,
     of agent for service)
                                 ---------------







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

                                                                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                 price           registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                       <C>                 <C>                     <C>

Participations in Agway Inc.
  Employees' Thrift Investment Plan . .   $     12,000,000          $    1.00           $     12,000,000        $     4,137.96

</TABLE>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
    PAGE 1 OF 68.  EXHIBIT INDEX APPEARS ON SEQUENTIALLY NUMBERED PAGE 3.
<PAGE>2    
             The purpose of this Registration Statement is to register
additional participations in the Agway Inc. Employees' Thrift
Investment Plan.  Participations were previously registered on Form 
S-8 on November 30, 1990 (Registration No. 33-38053).

                                    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, 1993.

         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, 1993.

         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, 1993.

         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 Nels G. Magnuson, Esq.,
Associate General Counsel and Assistant Secretary of the Company;
Mr. Magnuson is also a member of the Employee Benefit Plans
Administration Committee for the Agway Inc. Employees' Thrift
Investment Plan.  Agway has received an opinion from Mr. Magnuson
that the Plan is qualified under Section 401(a) of the Internal Revenue
Code and complies with the provisions of ERISA.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS:

         Article 12 of Agway's By-Laws states as follows:

           "12. INDEMNIFICATION - To the fullest extent possible
         under the provisions of the Delaware General Corporation Law
         and in the manner provided for thereunder, the Corporation
         shall indemnify any person, who is or was a director, officer,
         employee or agent of the corporation or any person who is or
         was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership,
         joint venture, trust or other enterprise."

         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.
<PAGE>3

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                DESCRIPTION
- -------               -----------
    <S>               <C>
     4                Agway Inc. Employees' Thrift Investment Plan

     5                Copy of Opinion of Counsel, Nels G. Magnuson,
                      Esq., as to compliance with ERISA

    15                Inapplicable

    23                Consent of experts and counsel

    24                Inapplicable

    27                Inapplicable

    28                Inapplicable

    29                Inapplicable
</TABLE>    
<PAGE>4

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;

           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;

      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.    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, where applicable, each filing of an employee benefit
      plan's annual report pursuant to Section 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
      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>5
                                 SIGNATURES

         The Registrant.  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 the 8th day of June 1994.

                                  AGWAY INC.
                                 (Registrant)
           



                                 By                    CHARLES F. SAUL   
                                                     President, CEO and  
                                                       General Manager
                                               (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>
 CHARLES F. SAUL                                President, CEO and                        June 8, 1994       
                                                   General Manager
                                                   (Principal Executive Officer)

                      
 PETER J. O'NEILL                               Senior Vice President,                    June 8, 1994
                                                   Finance & Control
                                                   (Principal Financial Officer
                                                   & Principal Accounting Officer)         
                      
                      
 RALPH. HEFFNER                                 Chairman of the                           June 8, 1994
                                                   Board and Director 


 CHARLES C. BROSIUS                             Vice Chairman of the                      June 8, 1994
                                                   Board and Director


 RICHARD C. CALL                                Director                                  June 8, 1994



 VYRON M. CHAPMAN                               Director                                  June 8, 1994


                      
 EUGENE FREUND                                  Director                                  June 8, 1994

</TABLE>
<PAGE>6
<TABLE>
<CAPTION>
      Signature                                      Title                                    Date 


 <S>                                            <C>                                       <C>
 PETER D. HANKS                                 Director                                  June 8, 1994



 FREDERICK A. HOUGH                             Director                                  June 8, 1994


                      
 STEPHEN P. JAMES                               Director                                  June 8, 1994

                      
                      
 ROBERT L. MARSHMAN                             Director                                  June 8, 1994



 SAMUEL F. MINOR                                Director                                  June 8, 1994


                      
 DONALD E. PEASE                                Director                                  June 8, 1994



 JOHN H. ROSS                                   Director                                  June 8, 1994


                      
 CARL D. SMITH                                  Director                                  June 8, 1994

                      
                      
 THOMAS E. SMITH                                Director                                  June 8, 1994



 JOHN H. TALMAGE                                Director                                  June 8, 1994


                      
 JOEL L. WENGER                                 Director                                  June 8, 1994



 CHRISTIAN F. WOLFF, JR.                        Director                                  June 8, 1994


                      
 WILLIAM W. YOUNG                               Director                                  June 8, 1994
</TABLE>           
<PAGE>7           
           
           
           The Plan.  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 8th day of June 1994.


                              AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN
                                                                  
                                                                   

                              By                  ROBERT T. ENGFER
                                         Chairman, Administration Committee




<PAGE>1
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------

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


                                   EXHIBITS

                                  filed with


                                   Form S-8

                             REGISTRATION STATEMENT

                                    under

                           THE SECURITIES ACT OF 1933





                                   AGWAY INC.


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

<PAGE>2

                                  EXHIBIT INDEX


EXHIBIT NUMBER

 (4)     Instruments defining the rights of security holders:
         Agway Inc. Employees' Thrift Investment Plan . . . . . . . . .Page 3

 (5)     Opinion of counsel. . . . . . . . . . . . . . . . . . . . . . Page 4

(15)     Letter re unaudited interim financial information . . . Inapplicable

(23)     Consents of experts and counsel . . . . . . . . . . . . . . . Page 5

(24)     Power of attorney . . . . . . . . . . . . . . . . . . . Inapplicable

(27)     Financial data schedule . . . . . . . . . . . . . . . . Inapplicable

(28)     Information from reports furnished to state 
         insurance regulatory authorities. . . . . . . . . . . . Inapplicable


(29)     Additional exhibits . . . . . . . . . . . . . . . . . . Inapplicable
[{"type": "S-8", "sequence": "1", "description": "1994 S-8", "secsgml_size_bytes": 17909}]
{"company-data": {"conformed-name": "AGWAY INC", "cik": "0000002852", "assigned-sic": "5171", "irs-number": "150277720", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54083", "film-number": "94533823"}, "business-address": {"street1": "333 BUTTERNUT DR", "city": "DEWITT", "state": "NY", "zip": "13214", "phone": "3154496431"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1994
                                                     Registration No. 33-
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
                      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)
                                                    Copy to:
   NELS G. MAGNUSON, Esq.                       DAVID M. HAYES, Esq.
          AGWAY INC.                               AGWAY INC.
           BOX 4933                                 BOX 4933
Syracuse, New York  13221-4933            Syracuse, New York  13221-4933
(Name and address of agent for service)
         315-449-6412
(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                 price           registration fee
- -----------------------------------------------------------------------------------------------------------------------------
Participations in Agway Inc.
  Employees' Thrift Investment Plan . .   $     12,000,000          $    1.00           $     12,000,000        $     4,137.96
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
    PAGE 1 OF 68.  EXHIBIT INDEX APPEARS ON SEQUENTIALLY NUMBERED PAGE 3.
2    
             The purpose of this Registration Statement is to register
additional participations in the Agway Inc. Employees' Thrift
Investment Plan.  Participations were previously registered on Form 
S-8 on November 30, 1990 (Registration No. 33-38053).

                                    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, 1993.

         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, 1993.

         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, 1993.

         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 Nels G. Magnuson, Esq.,
Associate General Counsel and Assistant Secretary of the Company;
Mr. Magnuson is also a member of the Employee Benefit Plans
Administration Committee for the Agway Inc. Employees' Thrift
Investment Plan.  Agway has received an opinion from Mr. Magnuson
that the Plan is qualified under Section 401(a) of the Internal Revenue
Code and complies with the provisions of ERISA.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS:

         Article 12 of Agway's By-Laws states as follows:

           "12. INDEMNIFICATION - To the fullest extent possible
         under the provisions of the Delaware General Corporation Law
         and in the manner provided for thereunder, the Corporation
         shall indemnify any person, who is or was a director, officer,
         employee or agent of the corporation or any person who is or
         was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership,
         joint venture, trust or other enterprise."

         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.
3

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS
EXHIBIT
NUMBER                DESCRIPTION
- -------               -----------
4                Agway Inc. Employees' Thrift Investment Plan

     5                Copy of Opinion of Counsel, Nels G. Magnuson,
                      Esq., as to compliance with ERISA

    15                Inapplicable

    23                Consent of experts and counsel

    24                Inapplicable

    27                Inapplicable

    28                Inapplicable

    29                Inapplicable
4

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;

           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;

      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.    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, where applicable, each filing of an employee benefit
      plan's annual report pursuant to Section 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
      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.
5
                                 SIGNATURES

         The Registrant.  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 the 8th day of June 1994.

                                  AGWAY INC.
                                 (Registrant)
           

                                 By                    CHARLES F. SAUL   
                                                     President, CEO and  
                                                       General Manager
                                               (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
CHARLES F. SAUL                                President, CEO and                        June 8, 1994       
                                                   General Manager
                                                   (Principal Executive Officer)

                      
 PETER J. O'NEILL                               Senior Vice President,                    June 8, 1994
                                                   Finance & Control
                                                   (Principal Financial Officer
                                                   & Principal Accounting Officer)         
                      
                      
 RALPH. HEFFNER                                 Chairman of the                           June 8, 1994
                                                   Board and Director 

 CHARLES C. BROSIUS                             Vice Chairman of the                      June 8, 1994
                                                   Board and Director

 RICHARD C. CALL                                Director                                  June 8, 1994

 VYRON M. CHAPMAN                               Director                                  June 8, 1994

                      
 EUGENE FREUND                                  Director                                  June 8, 1994
6
Signature                                      Title                                    Date
PETER D. HANKS                                 Director                                  June 8, 1994

 FREDERICK A. HOUGH                             Director                                  June 8, 1994

                      
 STEPHEN P. JAMES                               Director                                  June 8, 1994

                      
                      
 ROBERT L. MARSHMAN                             Director                                  June 8, 1994

 SAMUEL F. MINOR                                Director                                  June 8, 1994

                      
 DONALD E. PEASE                                Director                                  June 8, 1994

 JOHN H. ROSS                                   Director                                  June 8, 1994

                      
 CARL D. SMITH                                  Director                                  June 8, 1994

                      
                      
 THOMAS E. SMITH                                Director                                  June 8, 1994

 JOHN H. TALMAGE                                Director                                  June 8, 1994

                      
 JOEL L. WENGER                                 Director                                  June 8, 1994

 CHRISTIAN F. WOLFF, JR.                        Director                                  June 8, 1994

                      
 WILLIAM W. YOUNG                               Director                                  June 8, 1994
7           
           
           
           The Plan.  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 8th day of June 1994.

                              AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN
                                                                  
                                                                   

                              By                  ROBERT T. ENGFER
                                         Chairman, Administration Committee
1
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------

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

                                   EXHIBITS

                                  filed with

                                   Form S-8

                             REGISTRATION STATEMENT

                                    under

                           THE SECURITIES ACT OF 1933

                                   AGWAY INC.

- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2

                                  EXHIBIT INDEX

EXHIBIT NUMBER

 (4)     Instruments defining the rights of security holders:
         Agway Inc. Employees' Thrift Investment Plan . . . . . . . . .Page 3

 (5)     Opinion of counsel. . . . . . . . . . . . . . . . . . . . . . Page 4

(15)     Letter re unaudited interim financial information . . . Inapplicable

(23)     Consents of experts and counsel . . . . . . . . . . . . . . . Page 5

(24)     Power of attorney . . . . . . . . . . . . . . . . . . . Inapplicable

(27)     Financial data schedule . . . . . . . . . . . . . . . . Inapplicable

(28)     Information from reports furnished to state 
         insurance regulatory authorities. . . . . . . . . . . . Inapplicable

(29)     Additional exhibits . . . . . . . . . . . . . . . . . . Inapplicable