EXHIBIT 99


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 11-K


                     ANNUAL REPORT PURSUANT TO SECTION 15(D)


                                     OF THE


                         SECURITIES EXCHANGE ACT OF 1934



                     FOR THE FISCAL YEAR ENDED JUNE 30, 1997



                  AGWAY INC. EMPLOYEES' THRIFT INVESTMENT PLAN
             ----------------------------------------------------
                            (FULL TITLE OF THE PLAN)


                                   AGWAY INC.
           ---------------------------------------------------------- 
          (NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN)



                               333 BUTTERNUT DRIVE
                             DEWITT, NEW YORK 13214
           ----------------------------------------------------------
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE
                     PLAN AND THE ISSUER OF THE SECURITIES)







<PAGE>














                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                     Report on Audited Financial Statements

                        for the year ended June 30, 1997
                  ---------------------------------------------






<PAGE>



                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                             JUNE 30, 1997 AND 1996
                  ---------------------------------------------




                                      INDEX
                                      -----

Report of Independent Accountants............................................F-2


Financial Statements:

         Statements of Net Assets Available for Benefits
                  as of June 30, 1997 and 1996...............................F-3

         Statements of Changes in Net Assets Available for Benefits
                  for the years ended June 30, 1997 and 1996.................F-4

         Notes to Financial Statements...............................F-5 to F-17


Supplemental Schedules (Form 5500 information):

         Item 27a.  Schedule of Assets Held for Investment Purposes
                       as of June 30, 1997.......................S-1.1 and S-1.2

         Item 27d.  Schedule of Reportable Transactions
                       for the year ended June 30, 1997....................S-2.1


















                                       F-1

<PAGE>








                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Employee Benefit Plans
    Administration Committee,
    Agway, Inc.

We have audited the accompanying statements of net assets available for benefits
of the AGWAY,  INC.  EMPLOYEES'  THRIFT  INVESTMENT PLAN (the "Plan") as of June
30, 1997 and 1996, and the related statements of changes in net assets available
for  benefits  for  the  years  ended  June 30, 1997  and 1996.  These financial
statements are the responsibility of the Plan's  management.  Our responsibility
is to express an opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
June 30, 1997 and 1996, and the changes in net assets available for benefits for
the years ended June 30, 1997 and 1996, in conformity  with  generally  accepted
accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
accompanying index are presented for the purpose of additional  analysis and are
not a required  part of the basic  financial  statements  but are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The supplemental  schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.



Syracuse, New York
August 15, 1997



                                       F-2

<PAGE>



                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                             June 30, 1997 and 1996
                                 -----------

                             (Thousands of Dollars)

                  ASSETS
                                                    1997             1996
                                                -------------    -------------


BGI U.S. Equity Market Fund                     $      55,098    $      44,777

Agway, Inc., Preferred Securities                      27,699           28,849

Agway Financial Corp., Subordinated
     Money Market Certificates                         19,190           16,724

Agway Financial Corp., Subordinated
     Debentures                                         1,980            2,630

BGI Government/Corporate Bond Index Fund                2,085            2,111

Collective Cash Investment Funds                        2,558            1,982

Loans to participants                                   1,078            1,221
                                                -------------    -------------

     TOTAL INVESTMENTS                                109,688           98,294

Accrued income                                          1,887            1,830

Contributions receivable, employer                        822              837
                                                -------------    -------------

NET ASSETS AVAILABLE FOR BENEFITS               $     112,397    $     100,961
                                                =============    =============











The accompanying  notes  are  an  integral  part  of  the financial statements.

                                       F-3

<PAGE>



                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                   for the years ended June 30, 1997 and 1996
                                   -----------

                             (Thousands of Dollars)


                                                   1997            1996
                                              -------------    -----------

Net increase of interest in common
      collective trust funds                  $      13,385    $     9,512
Interest income                                       1,782          1,645
Dividend income                                       2,191          2,287
                                              -------------    -----------
                                                     17,358         13,444
                                              -------------    -----------
Contributions:
    Participants                                      5,513          5,554
    Agway, Inc.                                       1,233          1,256
                                              -------------    -----------
                                                      6,746          6,810
                                              -------------    -----------

         Total additions                             24,104         20,254
                                              -------------    -----------


Deductions:
    Benefit payments to participants                 12,390         15,929
    Trustee fees, administrative and
         other expenses                                 278            247
                                              -------------    -----------
                                                     12,668         16,176
                                              -------------    -----------

          Net additions                              11,436          4,078

Net assets available for benefits:
         Beginning of year                          100,961         96,883
                                              -------------    -----------

         Net assets available for benefits:
                  End of year                 $     112,397    $   100,961
                                              =============    ===========










The accompanying notes are  an  integral  part  of  the financial statements.

                                       F-4

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

1.       DESCRIPTION OF THE PLAN
         The following brief  description of the Agway,  Inc.  Employees' Thrift
         Investment  Plan (the  "Plan")  is  provided  for  general  information
         purposes only.  Participants should refer to the Plan document for more
         complete information of benefits provided under the Plan.

         General
         The Plan is a defined  contribution  plan  covering  substantially  all
         full-time  employees  of Agway,  Inc.  (the  "Sponsor")  and  part-time
         employees who have reached their first  anniversary date (as defined in
         the Plan) and worked 1,000 hours.  It is subject to the  provisions  of
         the  Employee  Retirement  Income  Security  Act of  1974,  as  amended
         ("ERISA").

         Contributions
         Participants may elect to contribute "regular  investments" of 2% to 6%
         of annual  compensation (as defined in the Plan). These investments can
         be made on a "pre-tax"  basis,  an  "after-tax"  basis or a combination
         thereof,  subject to  Internal  Revenue  Service  ("IRS")  limitations.
         Pre-tax  regular  investments are designed to take advantage of Section
         401(k) of the Internal  Revenue Code ("IRC") and are contributed to the
         Plan  before  being  subject to federal  income tax and, in most cases,
         state income tax. After-tax regular  investments are contributed to the
         Plan after being subject to federal and state income taxes.

         Participants  may invest an additional 1% to 9% of annual  compensation
         (as defined in the Plan) as "additional investments" on a pre-tax basis
         (subject to IRS limitations) if the participant contributes the maximum
         6% of regular  investments.  Amounts exceeding the pre-tax contribution
         limits  established by the IRS will be made on an after-tax basis based
         on the election of the participant.

         Participants  may also contribute  amounts  representing  distributions
         from other qualified benefit or contribution plans.

         The Sponsor  shall  contribute an amount equal to at least 10%, but not
         more than 50%, of each  participant's  regular  investment to the Plan.
         All employer  contributions  are invested in the Company Security Fund.
         The  discretionary  percentage of Sponsor  contributions  above 10% for
         each year of operation of the Plan shall be  determined by the Board of
         Directors of the Sponsor. The Sponsor's  contribution will be made each
         pay period at a rate of 10% of the  participant's  regular  investment.
         Any  amount  of the  Sponsor's  contribution  greater  than  10% of the
         participant's   regular  investment  as  determined  by  the  Board  of
         Directors  will be paid not later than the time  prescribed  by law for
         filing the  Sponsor's  federal  income  tax  return for the  applicable
         taxable year, including extensions for such filing.

                                       F-5

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

1.       DESCRIPTION OF THE PLAN (CONTINUED)

         Contributions (continued)
         The Sponsor  shall also  contribute on behalf of each  participant,  if
         necessary,  an amount  such that the rate of return on  current  market
         value of that portion of the Company  Security Fund not invested in the
         Sponsor's Money Market  Certificates,  will equal one-half percent less
         than the interest rate plus any declared  "extra" paid on the Sponsor's
         member   debentures.   This  contribution  is  made   semi-annually  to
         participants with amounts invested in the Company Security Fund.

         Participant Accounts
         Each   participant's   account  is  credited  with  the   participant's
         contributions and allocations of (a) the Sponsor's  contributions,  (b)
         plan  earnings,  and (c)  administrative  expenses.  Allocation of plan
         earnings is done on a monthly basis and is based on each fund's monthly
         earning  percentage  (fund earnings divided by fund market value) times
         the participant's accumulated investments and earnings in the fund. The
         benefit to which a  participant  is entitled is the benefit that can be
         provided from the participant's vested account.

         Vesting
         Participants  vest  immediately  in  their  contributions  plus  actual
         earnings thereon and Sponsor contributions and earnings thereon.

         Investment Options
         The Plan provides for the following separate investment fund choices to
         participants: the Stock Fund, Company Security Fund, Bond Fund and Cash
         Fund.  All   participant   contributions   and  earnings   thereon  are
         participant-directed.  Upon  enrollment in the Plan, a participant  may
         direct employee  contributions  in 25 percent  increments in any of the
         four funds.  A participant  may change  investment  options or elect to
         transfer   employee   contributions   up  to  once  a  month.   Sponsor
         contributions  and  earnings  thereon may not be  transferred  from the
         Company Security Fund to other  investment  funds. As of June 30, 1997,
         there were 4,614 employees and former  employees  participating in this
         Plan. The number of participants under each investment fund at June 30,
         1997, is as follows:

              Stock Fund                3,481      Bond Fund        325
              Company Security Fund     4,586      Cash Fund        558





                                       F-6

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                   -----------

                             (Thousands of Dollars)

1.       DESCRIPTION OF THE PLAN (CONTINUED)

         Investment Options (continued)

         Stock Fund
         The Stock Fund,  including  earnings thereon,  shall be invested in any
         common stock(s), common stock fund(s), or any security convertible into
         common  stock  as  the  Sponsor's  Employee  Benefit  Plans  Investment
         Committee  ("EBPIC") may deem  advisable  from time to time,  but which
         shall not include shares of stock or other securities of the Sponsor or
         any of its subsidiaries or affiliates. The investment manager will make
         purchases of such securities in the open market at prices prevailing in
         such market on the day of purchase.  Short-term obligations of the U.S.
         Government or other investments of a short-term nature may be purchased
         and held pending the  selection  and  purchase of suitable  securities.
         Substantially  all of the Stock Fund  investments were in the "Barclays
         Global  Investors,  N.A.  ("BGI") U. S. Equity Market Fund" at June 30,
         1997 and 1996, which is a common  collective trust fund. As there is no
         market  quotation   available,   the  fair  value  of  the  Stock  Fund
         investments  is based  on the  unit  market  value  established  by the
         investment  manager.  This unit value is calculated by dividing the net
         assets of the applicable  Market Fund,  stated at quoted market values,
         by the units outstanding.

         Company Security Fund
         It is explicitly  provided and intended that the Company  Security Fund
         be invested in qualified Agway, Inc. securities. These qualified Agway,
         Inc. securities include cumulative  preferred stock and Agway Financial
         Corp.  subordinated money market certificates and debentures.  However,
         if at any time when the Trustee has funds available for such investment
         and such prescribed  securities are not available for purchase from the
         Sponsor,  the Trustee is  authorized  to hold such funds in an interest
         bearing  account,  or to invest such funds in one or more securities of
         other corporations, as instructed by EBPIC, which are comparable to the
         prescribed securities of the Sponsor. Securities of Agway, Inc. will be
         purchased from the Sponsor at par value or principal amount,  since the
         market value of such securities is maintained as such by the Sponsor as
         a result of its practice of repurchasing  outstanding securities at par
         whenever holders thereof elect to tender them for redemption.









                                       F-7

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

1.       DESCRIPTION OF THE PLAN (CONTINUED)

         Investment Options (continued)

         Bond Fund
         The Bond Fund is invested  primarily in bonds of U. S.  Government  and
         investment   grade   bonds  of   industrial,   financial   and  utility
         corporations.  "Investment  Grade"  is a term  for  securities  of high
         quality  that are rated BAA or better by Moody's  Investor  Service and
         BBB or better by Standard & Poor's  Corporation.  Substantially  all of
         the Bond Fund  investments were in the BGI  "Government/Corporate  Bond
         Index  Fund" at June 30,  1997 and 1996,  which is a common  collective
         trust fund. As there is no market  quotation  available,  fair value of
         the Bond Fund investments is based on the unit market value established
         by the  investment  manager.  This unit value is calculated by dividing
         the net assets of the Bond Index Fund,  stated at quoted  market value,
         by the units outstanding.

         Cash Fund
         The Cash Fund  investment  objective is to preserve  capital and earn a
         competitive  day-to-day  interest  rate.  It invests  in high  quality,
         short-term money market instruments whose maturities  normally will not
         exceed  one  year  and  are,  on  average,   less  than  three  months.
         Investments  may be made  in U.  S.  Treasury  or  agency  obligations;
         obligations issued by financial,  industrial,  public utility, or other
         companies;  bankers' acceptances,  bank certificates of deposit or time
         deposits; commercial paper; and other similar obligations. The majority
         of  investments of the Cash Fund were in the BGI "Money Market Fund" at
         June 30, 1997 and 1996, which is a common collective trust fund.

         Loans to Participants
         The Plan also  includes  various  terms and  conditions  under  which a
         participating  employee can make loans from the Plan.  Participants may
         borrow up to 50% of their vested  account  balance.  Participant  loans
         must  be  no  less  than  $500  and  no  greater  than  $50,000.   Loan
         transactions  are treated as a transfer to (from) the investment  funds
         from (to) the  participant  notes  fund.  Loan terms  range from 1 to 5
         years or up to 20 years for the  purchase of a primary  residence.  The
         loans are secured by the balance in the participant's  account and bear
         interest  at a rate of 1 percent  over prime.  Interest  rates on loans
         outstanding at June 30, 1997 range from 7 to 10 percent.  Principal and
         interest are paid ratably through payroll deductions.




                                       F-8

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

1.       DESCRIPTION OF THE PLAN (CONTINUED)

         Payment of Benefits
         On  termination of service due to death,  disability or  retirement,  a
         participant  may elect,  in most  circumstances,  to  receive  either a
         lump-sum amount equal to the value of the participant's vested interest
         in his or her account,  and either monthly or annual  installments over
         periods  ranging from 5 to 20 years.  For termination of service due to
         other  reasons,  a  participant  may  receive  the value of the  vested
         interest in his or her account as a lump-sum distribution.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         The  financial  statements  of the Plan are prepared  under the accrual
         basis of accounting in conformity  with generally  accepted  accounting
         principles.  The accounting  principles and practices  which affect the
         more significant elements of the financial statements are:

         Investment Valuation
         Agway,  Inc.  preferred stock and Agway  Financial  Corp.  subordinated
         money market and debt securities are valued at par, which  approximates
         fair value,  since it has been the  Sponsor's  practice  to  repurchase
         outstanding securities at par when redeemed. All Agway, Inc. securities
         are also purchased at par. All other Plan  investments are held in bank
         commingled  trust funds ("common  collective  trust funds"),  shares of
         which are valued at the net asset  value of shares  held by the Plan at
         year-end as determined by the investment  manager.  Purchases and sales
         of securities are recorded on a trade-date basis. Participant loans are
         valued at cost, which approximates fair value.

         Income Recognition
         Interest income from investments is recognized as earned. Dividends are
         recorded on the ex-dividend date. Gain or loss on sale of securities is
         based on average cost. The Plan presents in the statement of changes in
         net assets the net  increase  in interest  in common  collective  trust
         funds  which  consists  of the  realized  gains or  losses  and the net
         increase in interest in those investments.

         Trustee Fees, Administrative and Other Expenses
         Trustee  fees,  administrative  expenses  and all  other  expenses  are
         recognized on the accrual basis. The Plan incurred  approximately  $238
         in 1997 and $204 in 1996 in administrative expenses paid to the Sponsor
         during the year.



                                       F-9

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                   -----------

                             (Thousands of Dollars)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Use of Estimates
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions   that  affect  the  reported  amount  of  assets  and
         liabilities and disclosures of contingent assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         Risks and Uncertainties
         The Plan provides for various  investment options in any combination of
         three common  collective  trust funds (stock,  bond or cash) or company
         securities. Investment securities are exposed to various risks, such as
         interest  rate and  market.  Due to the level of risk  associated  with
         certain investment  securities and the level of uncertainty  related to
         changes  in  the  value  of  investment  securities,  it  is  at  least
         reasonably  possible  that  changes  in risks in the  near  term  would
         materially  affect  participants'  account  balances  and  the  amounts
         reported in the statement of net assets available for plan benefits and
         the statement of changes in net assets available for plan benefits.





                                      F-10

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                 -----------

                             (Thousands of Dollars)

3.       INVESTMENTS
         The Plan's investments are held by a bank-administered  trust fund. The
         following table presents the fair value of investments as determined by
         estimated market price. Investments that represent 5 percent or more of
         the Plan's net assets are separately identified.

         INVESTMENTS AT ESTIMATED FAIR VALUE
                                                              1997        1996
                                                            --------    --------
         Stock Fund:
            BGI U. S. Equity Market Fund                    $ 55,098    $ 44,777
         Company Security Fund:
            Agway, Inc., Preferred Securities:
               8% cumulative preferred stock - Series B       19,942      18,442
               7% cumulative preferred stock - Series C        7,757      10,407
                                                            --------    --------
                                                              27,699      28,849
              Agway Financial Corp., Subordinated
                  Money Market Certificates                   19,190      16,724
              Agway Financial Corp., Subordinated
                  Debentures                                   1,980       2,630
         Bond Fund:
              BGI Government/Corporate Bond Index Fund         2,085       2,111
         Collective Cash Investment Funds                      2,558       1,982
         Loans to participants                                 1,078       1,221
                                                            --------    --------

         TOTAL INVESTMENTS AT FAIR VALUE                    $109,688    $ 98,294
                                                            ========    ========



                                      F-11

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                   -----------

                             (Thousands of Dollars)

3.       INVESTMENTS (CONTINUED)

         During 1997 and 1996, the Plan's  interest in common  collective  trust
         funds  (including  gains and losses on investments  bought and sold, as
         well as held during the year)  increased  in value for the fiscal years
         ended June 30 as follows:

                                                               1997       1996 
              NET INCREASE IN INTEREST IN COMMON            ---------   --------
              COLLECTIVE TRUST FUNDS:

              BGI U. S. Equity Market Fund                  $  13,138   $  9,361

              BGI Government/Corporate Bond Index Fund            153         72
              Collective Cash Investment Funds                     94         79
                                                            ---------   --------

              Total                                         $  13,385   $  9,512
                                                            =========   ========

4.       PLAN TRUSTEE
         The cash and  investments  of the Plan are held by Boston Safe  Deposit
         and Trust Company (the  "Trustee")  under a trust agreement dated April
         1, 1995.  In general,  the duties of the Trustee  include:  (1) holding
         assets and collecting income therefrom; (2) investing the assets of the
         Plan as  directed by EBPIC or the  appointed  investment  manager;  (3)
         selling or exchanging the assets of the Plan;  and (4) paying  benefits
         to  participants  in the  Plan on the  written  order  of the  Employee
         Benefit Plans Administration Committee ("EBPAC"), which is appointed by
         the Board of Directors of the Sponsor.  The investment of assets in the
         Stock  Fund,  Bond Fund and Cash  Fund are  directed  by an  investment
         manager, Barclays Global Investors, N.A., San Francisco, California.

5.       PLAN TERMINATION
         The Sponsor may amend or terminate  the Plan.  Although the Sponsor has
         not  expressed any intent to do so, in the event the Plan is terminated
         or employer  contributions are  discontinued,  all of the assets of the
         Plan shall be used for the benefit of  participants  and  beneficiaries
         under  the  Plan  and the  interest  of each  participant  in  employer
         contributions  and earnings  thereon  included in the Company  Security
         Fund shall vest immediately.



                                      F-12

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                   -----------

                             (Thousands of Dollars)

6.       FEDERAL INCOME TAX STATUS
         A favorable  determination letter dated December 5, 1995, was issued by
         the IRS on  behalf of the Plan  which  stated  that the  Plan,  as then
         designed,  was in compliance  with the applicable  requirements  of the
         IRC.  Accordingly,  no provision  for income taxes has been included in
         the Plan's financial statements.


                                      F-13

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

7.  ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS

                                  June 30, 1997
                                  -------------
<TABLE>
<CAPTION>


                                                                                                Non-
                                                                                             Participant
                                               Participant-Directed                           Directed
                           ----------------------------------------------------------------  ----------- 
                                         Company                                              Company
                              Stock      Security       Bond          Cash       Loans to     Security
   ASSETS                     Fund         Fund         Fund          Fund     Participants     Fund        Total
   ------                  -----------  -----------  -----------  -----------  ------------  ----------    --------
<S>                        <C>          <C>          <C>          <C>          <C>           <C>           <C>

Collective Common
   Stock Investment
     Fund                  $    55,098                                                                     $ 55,098

Company Security
    Fund                                $   34,697                                           $   14,172      48,869


Collective Bond
   Investment Fund                                   $    2,085                                               2,085

Collective Cash
   Investment Funds                345         211           10   $    1,991   $         1                    2,558

Loans to participants                                                                1,078                    1,078

Accrued income                       1       1,339                                                  547       1,887

Contributions receivable,
     employer                                                                                       822         822
                           -----------  -----------  -----------  -----------  -----------   -----------   ---------

NET ASSETS
AVAILABLE
FOR BENEFITS               $   55,444   $   36,247   $    2,095   $    1,991   $     1,079   $   15,541    $112,397
                           ===========  ===========  ===========  ===========  ===========   ===========   =========

</TABLE>












                                      F-14

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

7.  ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS

                                  June 30, 1996
                                  -------------
<TABLE>
<CAPTION>

                                                                                                  Non-
                                                                                              Participant
                                                   Participant-Directed                        Directed
                           ----------------------------------------------------------------   -----------
                                          Company                                               Company
                              Stock      Security       Bond          Cash       Loans to       Security
   ASSETS                     Fund         Fund         Fund          Fund     Participants      Fund          Total
   ------                  -----------  -----------  -----------  -----------  ------------   ------------   ---------
<S>                        <C>          <C>          <C>          <C>          <C>             <C>           <C>

Collective Common
   Stock Investment
     Fund                  $   44,777                                                                        $  44,777

Company Security
    Fund                                $    34,463                                            $   13,740       48,203

Collective Bond
   Investment Fund                                    $    2,111                                                 2,111

Collective Cash
   Investment Funds               318           313            1  $    1,349   $         1                       1,982

Loans to participants                                                                1,221                       1,221

Accrued income                      2         1,316                                                   512        1,830

Contributions receivable,
     employer                                                                                         837          837
                           -----------  -----------  -----------  -----------  ------------   -----------    -----------

NET ASSETS
AVAILABLE
FOR BENEFITS               $    45,097  $    36,092  $     2,112  $     1,349  $     1,222    $    15,089    $  100,961
                           ===========  ===========  ===========  ===========  ===========    ============   ============


</TABLE>













                                      F-15

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

8.  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
    TO INVESTMENT PROGRAMS

                        For the Year Ended June 30, 1997
                        --------------------------------
<TABLE>
<CAPTION>

                                                                                                  Non-
                                                                                               Participant
                                                     Participant-Directed                       Directed
                            ----------------------------------------------------------------   -----------
                                          Company                                                Company
                              Stock      Security       Bond          Cash       Loans to       Security
                              Fund         Fund         Fund          Fund     Participants       Fund             Total
                            ---------    ---------    ---------    ---------   ------------     ----------      ---------
<S>                         <C>          <C>          <C>          <C>         <C>              <C>             <C>

Net increase of interest
   in collective  
     investment funds       $  13,138                 $     153    $      94                                    $  13,385
Interest income                          $   1,197                             $       96       $     489           1,782
Dividend income                              1,556                                                    635           2,191
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------
                               13,138        2,753          153           94           96           1,124          17,358
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------
Contributions:
   Participants                 3,051        2,019          262          181                                        5,513
   Agway, Inc.                                                                                      1,233           1,233
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------
                                3,051        2,019          262          181                        1,233           6,746
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------

     Total additions           16,189        4,772          415          275           96           2,357          24,104
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------

Deductions
   Benefit payments
     to participants            5,281        4,327          304          516          194           1,768          12,390
   Administrative
     expenses                     132           97            6            4                           39             278
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------

     Total deductions           5,413        4,424          310          520          194           1,807          12,668
                            ---------    ---------    ----------   ---------   ------------     ----------      ----------

Net increase (decrease)
   before interfund
     transfers                 10,776          348          105         (245)         (98)            550          11,436

Transfers (from) to
   other funds                   (429)        (193)        (122)         887          (45)            (98)             0

Net assets available
   for benefits,
     beginning of year         45,097       36,092        2,112        1,349        1,222          15,089         100,961
                            ---------    ---------    ----------   ---------   -----------      ----------      ---------

     Net assets available
       for benefits,
         end of year        $  55,444    $  36,247    $   2,095    $   1,991   $    1,079       $  15,541        $112,397
                            =========    =========    ==========   =========   ===========      ==========      =========

</TABLE>


                                      F-16

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS
                                  -----------

                             (Thousands of Dollars)

8.  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO 
    INVESTMENT PROGRAMS(CONTINUED)

                        For the Year Ended June 30, 1996
                        --------------------------------
<TABLE>
<CAPTION>
                                                                                                 Non-
                                                                                              Participant
                                                    Participant-Directed                       Directed
                         ------------------------------------------------------------------   -----------
                                         Company                                               Company
                             Stock      Security       Bond          Cash        Loans to      Security
                             Fund         Fund         Fund          Fund      Participants     Fund          Total
                         -----------   -----------   ----------   ----------   ------------   ---------    -----------  
<S>                      <C>           <C>           <C>          <C>          <C>            <C>          <C>

Net increase of
 interest in collective
   investment funds      $    9,361                  $       72   $       79                               $    9,512
Interest income                        $    1,126                              $       86     $     433         1,645
Dividend income                             1,651                                                   636         2,287
                         -----------   -----------   ----------   ----------   ------------   ---------    -----------
                              9,361         2,777            72           79           86         1,069        13,444
                         -----------   -----------   ----------   ----------   ------------   ---------    -----------
Contributions:
   Participants               2,834         2,272           305          143                                    5,554
   Agway, Inc.                                                                                    1,256         1,256
                         -----------   -----------   ----------   ----------   ------------   ---------    -----------
                              2,834         2,272           305          143                      1,256         6,810
                         -----------   -----------   ----------   ----------   ------------   ---------    -----------

     Total additions         12,195         5,049           377          222           86         2,325        20,254
                         -----------   -----------   ----------   ----------   ------------   ---------    -----------

Deductions
   Benefit payments
     to participants          6,631         6,085           191          423          138         2,461        15,929
   Administrative
     expenses                   105            96             5            4                         37           247
                         -----------   -----------   ----------   ----------   ------------   ---------    ----------

     Total deductions         6,736         6,181           196          427          138         2,498        16,176
                         -----------   -----------   ----------   ----------   ------------   ---------    ----------

Net increase (decrease)
   before interfund
     transfers                5,459        (1,132)          181         (205)         (52)         (173)        4,078

Transfers (from) to
   other funds                2,655        (3,427)          588          149           35                           0

Net assets available
   for benefits,
     beginning of year       36,983        40,651         1,343        1,405        1,239        15,262        96,883
                         -----------   -----------   ----------   ----------   -----------    ---------    ----------

     Net assets
       available
        for benefits,
         end of year     $   45,097    $   36,092    $    2,112   $    1,349   $    1,222     $  15,089    $  100,961
                         ===========   ===========   ===========  ==========   ===========    =========    ==========

</TABLE>

                                      F-17

<PAGE>



                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
     ITEM 27a of Form 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                               as of June 30, 1997
                             (Thousands of Dollars)
<TABLE>
<CAPTION>


               Col. A                    Col. B                Col. C                   Col. D
               ------                    ------                ------                   ------ 
                                      Balance Held at
                                      Close of Period
                                     (Number of Shares                               Market Value
           Name of Issuer           or Principal Amount        Cost of             of Each Item at
         and Title of Issue         of Bonds and Notes)       Each Item            Close of Period
--------------------------------    -------------------     ------------           -------------- 
<S>                                        <C>              <C>                    <C>   
Stock Fund:
    BGI U. S. Equity Market Fund           1,387,409              31,039                  55,098
    BGI Money Market Fund                         21
    BGI Daily Liquidity Fund                 345,069                 345                     345
                                                             ------------           -------------
          Total Stock Fund                                        31,384                  55,443
Company Security Fund:
    AGWAY, INC.:
       8% cumulative preferred
         stock - Series B                    199,420              19,942                  19,942
        7% cumulative preferred
         stock - Series C                     77,570               7,757                   7,757
    AGWAY FINANCIAL CORP.:
       7-3/4% subordinated money
         market certificates,
         due October 31, 1997              1,951,233               1,951                   1,951
        8-1/2% subordinated money
         market certificates,
         due October 31, 1998                771,872                 772                     772
       8% subordinated money
         market certificates,
         due October 31, 1998              5,400,235               5,400                   5,400
        8% subordinated debentures,
         due July 1, 1999                  1,130,000               1,130                   1,130
        7-1/2% subordinated money
         market certificates,
         due October 31, 1999              1,285,101               1,285                   1,285
        9% subordinated money
         market certificates,
         due October 31, 2000              2,711,722               2,712                   2,712
        8% subordinated money
         market certificates,
         due October 31, 2002                850,000                 850                     850
       7-1/2% subordinated money
         market certificates,
         due October 31, 2002              1,665,313               1,665                   1,665
        8-1/2% subordinated money
         market certificates,
         due October 31, 2001              3,078,252               3,078                   3,078
       7-1/2% subordinated debentures,
         due July 1, 2003                    850,000                 850                     850
        8% subordinated money
         market certificates,   
         due October 31, 2005              1,476,336               1,477                   1,477
                                                            --------------            -----------
                Total Company securities                          48,869                  48,869
    Collective Cash Investment Fund          210,575                 211                     211      
                                                            --------------            -----------
         Total Company Security Fund                              49,080                  49,080

</TABLE>

                                      S-1.1

<PAGE>



                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
                 ITEM 27a of Form 5500 - SCHEDULE OF ASSETS HELD
                       FOR INVESTMENT PURPOSES, Continued
                               as of June 30, 1997
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

               Col. A                     Col. B               Col. C                    Col. D
               ------                     -------              -------                   ------           
                                                                                        
                                      Balance Held at
                                      Close of Period
                                     (Number of Shares                                 Market Value
           Name of Issuer            or Principal Amount       Cost of                of Each Item at
         and Title of Issue          of Bonds and Notes)       Each Item              Close of Period
         ------------------          -------------------     -------------           ----------------
<S>                                       <C>                <C>                     <C>    
Bond Fund:
    BGI Government/Corporate
        Bond Index Fund                     158,672                  1,842                     2,085
    BGI Money Market Fund                     1,249                      1                         1
    BGI Daily Liquidity Fund                  9,077                      9                         9
                                                             -------------           ----------------
         Total Bond Fund                                             1,852                     2,095

Cash Fund:
    BGI Money Market Fund                 1,989,168                  1,989                     1,989
    BGI Daily Liquidity Fund                  2,250                      2                         2
                                                             -------------           ----------------
         Total Cash Fund                                             1,991                     1,991

Loans to Participants:
    Participant Notes                     1,078,103                  1,078                     1,078
    BGI Daily Liquidity Fund                    774                      1                         1
                                                             -------------           ----------------
       Total Loan Fund                                               1,079                     1,079

       TOTAL INVESTMENTS                                     $      85,386           $       109,688
                                                             =============           ================




</TABLE>



                                      S-1.2

<PAGE>


                  AGWAY, INC. EMPLOYEES' THRIFT INVESTMENT PLAN
           ITEM 27d of Form 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
                        for the year ended June 30, 1997
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                                                   Current Value
                                                                                   of Investment
                                                   Purchase           Selling      on Transaction         Net
                                                     Price             Price            Date           Gain(Loss)
                                                  ----------         ---------     --------------      ----------
<S>                                               <C>                <C>           <C>                 <C>   
SINGLE SECURITY TRANSACTIONS IN
    EXCESS OF 5% OF MARKET VALUE                                          None

SERIES OF SECURITY TRANSACTIONS
    IN EXCESS OF 5% OF MARKET VALUE


The Boston Company Inc. Pooled
     Employee Fund                                $  22,785                          $    22,785

The Boston Company Inc. Pooled
     Employee Fund                                                    $  22,848           22,848







</TABLE>




                                      S-2.1