8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2008

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

Iowa

(State or other jurisdiction of incorporation)

0-12788	42-0935283
(Commission File Number)	(IRS Employer Identification No.)

One Convenience Blvd., Ankeny, Iowa	50021
(Address of principal executive Offices)	(Zip Code)

515/965-6100

(Registrant’s telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Effective as of August 11, 2008, the Board of Directors of Casey’s General Stores, Inc. (the “Company”) amended Article II, Section 9, of the Amended and Restated By-laws of the Company, in order to permit shareholders to authorize proxies by any means authorized under the Iowa Business Corporation Act. A copy of the Amendment to the By-laws is attached hereto as Exhibit 3.2(a) and is incorporated herein by this reference.

Item 7.01. Regulation FD Disclosure.

On August 14, 2008, the Company reported July 2008 same-store sales results for stores open for one full year. Same store gasoline gallons sold increased 0.7% in July 2008 compared to July 2007. The gasoline margin was above the Company’s fiscal 2009 goal of 10.8 cents per gallon. The average retail price of gasoline sold during July 2008 was $3.85 per gallon. Same-store sales of grocery and other merchandise increased 6.3% and prepared food and fountain same-store sales increased 12.0% in July 2008 compared to July 2007.

The information contained in this Item is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The exhibits accompanying this report are listed in the Exhibit Index attached hereto.

SIGNATURE

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

	CASEY’S GENERAL STORES, INC.
Date: August 14, 2008	By:	/s/ William J. Walljasper
		William J. Walljasper
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit	Description
3.2 (a)	Amendment to Amended and Restated By-laws

EX-3.2(A)

Exhibit 3.2(a)

AMENDMENT TO

AMENDED AND RESTATED BY-LAWS

OF CASEY’S GENERAL STORES, INC.

Pursuant to action of the Board of Directors of Casey’s General Stores, Inc. effective as of August 11, 2008, the Amended and Restated By-laws of Casey’s General Stores, Inc., in the form adopted on March 3, 1997 and amended on August 25, 1997, June 6, 2000, and March 6, 2007 are hereby further amended in the following respects:

1. By deleting Article II, Section 9 thereof and by inserting, in lieu thereof, the following provision as a new Article II, Section 9:

ARTICLE II

SHAREHOLDERS

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact, or as otherwise may be authorized under the Act. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2. The foregoing Amendment shall be in full force and effect from and after August 11, 2008, the effective date of the Board of Directors’ approval thereof.

CASEY’S GENERAL STORES, INC.
By:	/s/ Brian J. Johnson
	Brian J. Johnson, Director of Finance and Corporate Secretary

(SEAL)