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) February 28, 2001


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


Delaware                           2-22791                          15-0277720
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(State or other jurisdiction      (Commission                      (IRS Employer
of incorporation)                 File Number)               Identification No.)


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



        Registrant's telephone number, including area code (315) 449-6436









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Item 5.  Other Events (in 000's)

Agway  finances its  operations  and the operations of all of its businesses and
subsidiaries through Agway Financial Corporation (AFC). AFC typically renews its
lines of credit  annually in the fiscal  quarter  ended in  December.  This past
year,  Agway's  existing  banks  expressed  interest in  participating  in a new
facility at reduced  levels from their  current  commitments.  During the second
quarter  ended  December  23,  2000,  it became  clear to the  Company  that the
negotiations  for a new credit facility would not be completed by the end of the
original  terms of its existing  credit  facilities.  The Company  requested and
received  extensions  from its existing banks on all credit  facilities  through
February  28,  2001.  In  addition,  in February  2001,  the  Company's  $50,000
commercial  paper  program  was paid down and the  amount  available  under that
program  converted to a short-term line of credit available through February 28,
2001.

In January 2001, Agway signed a commitment letter with an agent for a syndicated
senior  collateralized  revolving credit facility for $175,000 including letters
of credit.  Management is working with the syndication agent and is coordinating
the refinancing  activity with the existing creditors.  As of February 28, 2001,
because the negotiations for a new credit facility have not been completed,  the
Company  requested  and  received  extensions  from its  existing  banks for the
short-term  lines of credit as described above through March 31, 2001.  Agway is
currently targeting a closing on the new facility in March 2001.

Agway continues to believe it will have  appropriate  and adequate  financing to
meet its  ongoing  needs.  However,  failure  to obtain  the  adequate  level of
financing  could have a material  adverse impact on Agway.  As discussed  above,
negotiations for new credit facilities have not been completed; therefore, there
is no assurance  that the Company will achieve the desired  levels of financing.
In addition, the terms of such refinancing and the impact of such terms on Agway
can only be  finally  determined  if and when new  credit  facilities  have been
completed.


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                                   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 hereunto duly authorized.



                                   AGWAY INC.
                                  (Registrant)






Date       February 28, 2001              By      /s/ PETER J. O'NEILL
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                                                     Peter J. O'Neill
                                                   Senior Vice President
                                                     Finance & Control
                                             (Principal Financial Officer and
                                                 Chief Accounting Officer)