SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                             FORM 10-C

            
          REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                  INTERDEALER QUOTATION SYSTEM

            FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                         OR 15d-17 THEREUNDER


                    CASEY'S GENERAL STORES, INC.
           (exact name of issuer as specified in charter)

              ONE CONVENIENCE BLVD., ANKENY, IOWA  50021
               (address of principal executive office)


Issuer's telephone number, including area code (515) 965-6100


I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in the 
number of shares outstanding:

     1.  Title of security:  Common Stock
     2.  Number of shares outstanding before the change:  22,237,206
     3.  Number of shares outstanding after the change:  25,920,270
     4.  Effective date of change:  March 28, 1994
     5.  Method of change:
           Specify method (such as merger, acquisition, exchange,
           distribution, stock split, reverse split, acquisition
           of stock for treasury, etc.)

              Distribution of shares resulting from conversion
              of 6-1/4% Convertible Subordinated Debentures
              due May 1, 2012 called for redemption on March
              28, 1994    

     Give brief description of transaction: __________________


II.  CHANGE IN NAME OF ISSUER

     1.  Name prior to change:  N/A
     2.  Name after change:  N/A
     3.  Effective date of charter amendment changing name:  N/A
     4.  Date of shareholder approval of change, if required:  N/A



Date:  April 5, 1994          BY: /s/ Donald F. Lamberti 
                                  ----------------------------
                                  Donald F. Lamberti
                                  Chief Executive Officer
                                  (Officer's signature and title)