SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                            FORM 8-A/A
 


                          AMENDMENT NO. 3

         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.

     4.  Second Amendment to Rights Agreement, dated as of March 
29, 1994 between Casey's General Stores, Inc. and United Missouri 
Bank, N.A.


                             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: March 30, 1994               By: /s/ Ronald M. Lamb        
                                       -------------------
                                       Ronald M. Lamb
                                       President




                             EXHIBITS 



Exhibit                       Description                   Page
                                                      

  4            Second Amendment to Rights Agreement,          5
               dated as of March 29, 1994 between 
               Casey's General Stores, Inc. and United 
               Missouri Bank, N.A.







__________________________________________________________________

                   CASEY'S GENERAL STORES, INC.

                                and

                    UNITED MISSOURI BANK, N.A.
    
                                as

                           Rights Agent





                         SECOND AMENDMENT

                                 TO

                         RIGHTS AGREEMENT

                    Dated as of March 29, l994

__________________________________________________________________

                         SECOND AMENDMENT 
                                TO
                         RIGHTS AGREEMENT




    This Second Amendment to Rights Agreement dated as of 
March 29, l994 (the "Second Amendment") between Casey's General 
Stores, Inc., an Iowa corporation (the "Company"), and United 
Missouri Bank, N.A., a national bank organized under the laws of 
the United States (the "Rights Agent").

    WHEREAS, the Company and the Rights Agent are parties to a 
Rights Agreement dated as of June 14, l989, as amended by the 
First Amendment to Rights Agreement dated as of September 4, 1990 
(together, the "Rights Agreement"), and in accordance therewith, 
the Board of Directors of the Company has authorized and declared 
a dividend of one common share purchase right (a "Right") for each 
Common Share (as defined therein) of the Company outstanding as of 
the close of business on June 14, l989 (the "Record Date"), each 
Right representing the right to purchase one Common Share, upon 
the terms and subject to the conditions set forth therein, and has 
further authorized and directed the issuance of one Right with 
respect to each Common Share that shall become outstanding between 
the Record Date and the earliest of the Distribution Date, the 
Redemption Date and the Final Expiration Date (as such terms are 
defined in the Rights Agreement);

    WHEREAS, the Company has adjusted the Purchase Price as 
defined and contained in the Rights Agreement; and

    WHEREAS, the Company and the Rights Agent herein desire to 
acknowledge the adjustment of the Purchase Price as contained in 
the Rights Agreement.

    Accordingly, in consideration of the premises and the mutual 
agreements herein set forth, the parties hereby agree as follows:

    Section 1.  ADJUSTMENT OF PURCHASE PRICE.  The provisions of 
Section 7(b) of the Rights Agreement establishing the Purchase 
Price, and all references to the Purchase Price otherwise 
contained in the Rights Agreement, is hereby amended to provide 
that the Purchase Price shall be $55.

    Section 2.  EFFECTIVE DATE OF AMENDMENT.  The amendment 
provided for herein shall be deemed effective as of March 29, 
1994.

    Section 3.  MISCELLANEOUS.

         (a)  Except as otherwise expressed provided, or unless 
    the context otherwise requires, all terms used herein have the 
    meanings assigned to them in the Rights Agreement.

         (b)  Each party hereto waives any requirement under the 
    Rights Agreement that any additional notice be provided to it 
    pertaining the matters covered by this Second Amendment.

         (c)  This Second Amendment may be executed in any number 
    of counterparts each of which shall be deemed an original, and 
    all such counterparts shall together constitute but one and 
    the same document.

         (d)  Except as amended herein, all other terms and 
    conditions of the Rights Agreement are in all respects 
    ratified, confirmed and approved.

    IN WITNESS WHEREOF, the parties hereto have caused this Second 
Amendment to Rights Agreement to be duly executed and attested, 
all as of the day and year first above written.


Attest:                          CASEY'S GENERAL STORES, INC.


By: /s/ John G. Harmon            By: /s/ Ronald M. Lamb          
    --------------------------        ----------------------------
    John G. Harmon                    Ronald M. Lamb
    Secretary                         President

(SEAL)



Attest:                          UNITED MISSOURI BANK, N.A., 
                                 as Rights Agent



By: /s/ Mary E. Mallow            By: /s/ Nancy L. Hoffman       
    -------------------------         ---------------------------
    Name: Mary E. Mallow              Nancy L. Hoffman
    Title: Assistant Secretary        Vice President

(SEAL)