SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                            FORM 8-A/A
 


                          AMENDMENT NO. 2

         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
              PURSUANT TO SECTION 12(b) OR (g) OF THE
                  SECURITIES EXCHANGE ACT OF 1934



                   CASEY'S GENERAL STORES, INC.
      (Exact name of registrant as specified in its charter)


                      IOWA                      42-0935283
         (State or other jurisdiction of        (I.R.S. Employer
         incorporation or organization)          Identification 
                                                 Number)

                ONE CONVENIENCE BLVD., ANKENY, IOWA
             (Address of principal executive offices)

                               50021
                            (Zip Code)


 Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class           Name of each exchange on which
     to be so registered           each class is to be registered


           None                    ______________________________

     
     ___________________           ______________________________


 Securities to be registered pursuant to Section 12(g) of the Act:


                   COMMON SHARE PURCHASE RIGHTS
                         (Title of Class)


Item 2.  EXHIBITS.

     1.   Officers' Certificate and attached Notice of Adjustment 
of Purchase Price, each dated as of January 10, 1994, issued by 
Casey's General Stores, Inc. pursuant to Sections 12 and 25(a) of 
the Rights Agreement.

                             SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities 
Exchange Act of 1934, the registrant has duly caused this 
registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                                   CASEY'S GENERAL STORES, INC.



Date: January 10, 1994             By: /s/ Donald F. Lamberti
                                       -----------------------   
                                       Donald F. Lamberti
                                       Chief Executive Officer




                             EXHIBITS



EXHIBIT                       DESCRIPTION                   PAGE
                                                      

  3                 Officers' Certificate with attached       5
                    Notice of Adjustment of Purchase          
                    Price, each dated as of January 10, 1994, 
                    issued by Casey's General Stores, Inc.
                    pursuant to Sections 12 and 25(a) of
                    the Rights Agreement.


                                                       Exhibit 3

                            CERTIFICATE





     Pursuant to Section 12 of the Rights Agreement dated as of 
June 14, 1989, as amended by the First Amendment to Rights 
Agreement dated as of September 4, 1990 (together, the "Rights 
Agreement") between Casey's General Stores, Inc. (the "Company") 
and United Missouri Bank of Kansas City, N.A. (now known as United 
Missouri Bank, N.A.), as Rights Agent (the "Rights Agent"), the 
undersigned, Donald F. Lamberti, Chief Executive Officer of the 
Company and John G. Harmon, Secretary of the Company, hereby 
certify that the Board of Directors of the Company, by resolution 
duly adopted on December 21, 1993, has declared and authorized a 
two-for-one stock split in the form of a 100% stock dividend (the 
"Stock Dividend") for each share of Common Stock of the Company 
held by shareholders of record on February 1, 1994 (the "Record 
Date").  As a result of the Stock Dividend, and in accordance with 
Section 11(a)(i) of the Rights Agreement, the Purchase Price (as 
defined in the Rights Agreement) in effect at the time of the 
Record Date, and the number of shares of Common Stock issuable on 
such date, is being proportionately adjusted from the original 
Purchase Price of $40 per share to $20 per share, so that the 
holder of any Right (as defined in the Rights Agreement) exercised 
after such time shall be entitled to receive the aggregate number 
of shares of Common Stock which, if such Right had been exercised 
immediately prior to such date and at a time when the Common Stock 
transfer books of the Company were open, the holder would have 
owned upon such exercise and been entitled to receive by virtue of 
such dividend.

     Attached hereto is a copy of a Notice of Adjustment of 
Purchase Price (the "Notice"), which Notice shall serve as the 
summary and the notice required under Sections 12 and 25(a), 
respectively, of the Rights Agreement.  This Notice is being 
mailed promptly by the Company to each holder of a Right 
Certificate (as defined in the Rights Agreement) in accordance 
with Section 25 of the Rights Agreement, but in no event less than 
10 days before the Record Date.

     WITNESS, the seal of the Company and the signatures of the 
undersigned this 10th day of January, 1994.




                              /s/ Donald F. Lamberti
                              -----------------------
                              Donald F. Lamberti, 
                              Chief Executive Officer




                              /s/ John G. Harmon
                              -------------------------
                              John G. Harmon, Secretary


(SEAL) 



              NOTICE OF ADJUSTMENT OF PURCHASE PRICE



                      To the Holders of the:

                           COMMON STOCK

                                of

                   CASEY'S GENERAL STORES, INC.

                        and the associated

                   COMMON SHARE PURCHASE RIGHTS





     NOTICE IS HEREBY GIVEN, pursuant to Sections 12 and 25(a) of 
the Rights Agreement dated as of June 14, 1989, as amended by the 
First Amendment to Rights Agreement dated as of September 4, 1990 
(together, "Rights Agreement"), between Casey's General Stores, 
Inc. (the "Company") and United Missouri Bank of Kansas City, N.A. 
(now known as United Missouri Bank, N.A.), as Rights Agent (the 
"Rights Agent"), that the Board of Directors of the Company, by 
resolution duly adopted on December 21, 1993, has declared and 
authorized a two-for-one stock split in the form of a 100% stock 
dividend (the "Stock Dividend") for each share of the Company's 
Common Stock held by shareholders of record on February 1, 1994 
(the "Record Date").  As a result of the Stock Dividend, and in 
accordance with Section 11(a)(i) of the Rights Agreement, the 
Purchase Price (as defined in the Rights Agreement) in effect at 
the time of the Record Date, and the number of shares of Common 
Stock issuable on such date, is being proportionately adjusted 
from the original Purchase Price of $40 per share to $20 per 
share, so that the holder of any Right (as defined in the Rights 
Agreement) exercised after such time shall be entitled to receive 
the aggregate number of shares of Common Stock which, if such 
Right had been exercised immediately prior to such date and at a 
time when the Common Stock transfer books of the Company were 
open, the holder would have owned upon such exercise and been 
entitled to receive by virtue of such dividend.  

     This Notice of Adjustment of Purchase Price shall serve as 
the summary and the notice required under Sections 12 and 25(a), 
respectively, of the Rights Agreement.  Questions concerning the 
adjustment of the Purchase Price or the payment of the Stock 
Dividend may be directed to the undersigned at the address or 
telephone number noted above.



                                   /s/ John G. Harmon
                                   -------------------------
Dated:  January 10, 1994           John G. Harmon, Secretary