UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                   FORM 10-Q/A
                                 AMENDMENT NO. 1
    

(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the quarterly period ended December 31, 1996
                               -----------------

                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the transition period from                to
                               --------------    -------------
Commission file number 2-22791
                       -------

                                   AGWAY INC.
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             (Exact name of registrant as specified in its charter)


DELAWARE                                                             15-0277720
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)


333 Butternut Drive, DeWitt, New York                                     13214
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(Address of principal executive offices)                             (Zip Code)


                                  315-449-6431
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              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes X   No
    --    --
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.



        Class                                Outstanding at January 31, 1997
------------------------                     -------------------------------
Membership Common Stock,                              106,730  shares
$25 par value per share


                                       1

<PAGE>

                           PART II. OTHER INFORMATION
                    AGWAY INC. AND CONSOLIDATED SUBSIDIARIES
                             (Thousands of Dollars)


                                      
Item 6.  Exhibits and Reports on Form 8-K

   
(a)      List of Exhibits
         18.0     Letter re change in accounting principles
         27.0     Financial Data Schedule*

(b)      Reports on Form 8-K
         There were no reports on Form 8-K required to be filed during the three
         months ended December 31, 1996.


*Included with electronic filing only.
    
<PAGE>

SIGNATURES
----------

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




                                                      AGWAY INC.
                                       ----------------------------------------
                                                    (Registrant)




   
Date      February 11, 1997                   /s/ PETER J. O'NEILL
      ----------------------           ----------------------------------------
    
                                                  Peter J. O'Neill
                                               Senior Vice President,
                                                 Finance & Control,
                                              Treasurer and Controller
                                          (Principal Financial Officer and
                                              Chief Accounting Officer)