UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                                 SEC FILE NUMBER
                                  --------------

                           NOTIFICATION OF LATE FILING

(Check One):  [  ]  Form 10-K  [  ] Form 20-F  [ X ] Form 11-K   [   ] Form 10-Q
              [  ]  Form N-SAR

                         For Period Ended: June 30, 2003

                     [ ] Transition Report on Form 10-K
                     [ ] Transition Report on Form 20-F
                     [ ] Transition Report on Form 11-K
                     [ ] Transition Report on Form 10-Q
                     [ ] Transition Report on Form N-SAR
                     For the Transition Period Ended: ___________________


         Nothing in this form shall be construed to imply  that  the  Commission
has verified any information contained herein.

         If the notification relates to a portion of the  filing  checked above,
identify the Item(s) to which the notification relates:


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                        PART I -- REGISTRANT INFORMATION

Full Name of Registrant:                                   Agway Inc.

Former Name if Applicable:                                 NA

Address of Principal Executive Office (Street and Number): 333 Butternut Drive

City, State and Zip Code:                                 Dewitt, New York 13214





                                     PART II
                             RULE 12b-25(b) AND (c)


         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant seeks  relief  pursuant  to  Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

[X] (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[ ] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F,11-K or Form N-SAR, or  portion  thereof, will  be  filed  on or
before the fifteenth calendar day following  the  prescribed  due  date; or  the
subject quarterly report  or transition  report on Form 10-Q, or portion thereof
will be filed on or before  the fifth  calendar day following the prescribed due
date; and

[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


                                    PART III
                                    NARRATIVE


         State below in reasonable  detail the  reasons  why  Forms 10-K,  20-F,
11-K,  10-Q,  N-SAR,  or the  transition  report portion thereof, could  not  be
filed within the prescribed time period.  (Attach Extra Sheets if Needed)

         The  Registrant  and  several  of   its  subsidiaries  filed  voluntary
petitions for  reorganization  under Chapter 11 of Title 11 of the United States
Bankruptcy Code in the United States  Bankruptcy Court for the Northern District
of  New  York  ("Bankruptcy  Court")  on  October  1,  2002.  After  that  date,
significant  resources of the Registrant have been devoted to  administering  to
the bankruptcy  requirements,  developing a reorganization plan and pursuing the
sale of certain of its businesses and assets through auction processes.

         As a result,  the  Company  was  unable  to  complete  the  Agway  Inc.
Employees'  401(k) Thrift  Investment  Plan's (the "Plan") annual report on Form
11-K for the year ended June 30, 2003 by the due date of December 27, 2003.  The
Company will  complete the Form 11-K for the year ended June 30, 2003 as soon as
practicable and file it with the Staff.





                                 PART III, CONT.
                                    NARRATIVE


          As previously  communicated  in a letter dated January 10, 2003 to the
SEC, we stated that Agway Inc.  ("Company" or "Agway")  filed a Form 12b-25 with
respect to the June 30, 2002 annual report of the Plan which was due on December
27,  2002.  We  stated  that the  Plan  holds  approximately  $47.8  million  of
securities of Agway,  which constitute  approximately  40% of the Plan's assets.
Previously,  the Plan had valued Agway  securities  at par value with respect to
preferred  stock  and at face  value  for  subordinated  debt  based on  Agway's
long-standing  practice of  repurchasing  those  securities at par value or face
value upon  presentment  by a holder  thereof.  We stated that on June 14, 2002,
Agway  suspended  its  long-standing  practice  of  repurchasing  certain of its
eligible  securities at par value upon  presentment by the holder  thereof,  and
suspended all Plan activity  relating to its securities.  As a result,  employee
and  Company  contributions  made to the Plan after June 14,  2002 are no longer
allocated  to  the  Company   Security  Fund.   Also,  all  Plan   participants'
contributions  to,  transfers  to,  withdrawals  from and new loans  based  upon
amounts in the Company Security Fund had been suspended. In addition, on October
1,  2002,  Agway  and five of its  subsidiaries  filed  voluntary  petitions  to
reorganize  under Chapter 11 of the U.S.  Bankruptcy  Code. As a result of these
events,  there was  substantial  uncertainty  surrounding  the fair value of the
Company's  securities held by the Plan as of June 30, 2002, which we believe the
Plan will be unable to resolve until the Company's plan of reorganization  under
Chapter  11 is  approved.  Because of this  uncertainty,  the Plan was unable to
prepare  complete  financial  statements  that are in compliance with GAAP as of
June 30,  2002 to include in its annual  report on Form 11-K,  and its  auditors
would be unable to provide an unqualified opinion on those financial  statements
as required  by Article 2 of  Regulation  S-X. We proposed  filing the 2002 Form
11-K with  unaudited  financial  statements  as of June 30,  2002 with the Agway
securities valued as before,  at par or face value, with appropriate  disclosure
in the notes to the financial statements, rather than delaying the filing of the
2002 Form 11-K until  Agway's  plan of  reorganization  has been  approved.  The
Staff's  response to us in a letter dated January 23, 2003 was that it would not
waive the requirements of Form 11-K. However,  the Staff would not recommend any
action  against  the Plan  based  solely  on its  failure  to file  the  audited
historical  financial statements required by that Form.  Furthermore,  the Staff
also  noted  that if the Plan did not file  the  required  financial  statements
within the  extended  time  period  provided  by the Form,  the Staff  would not
consider  them to have been timely  filed.

          The issues  noted  above  continue to exist and the Company has yet to
file its plan of  reorganization  under Chapter 11 and  therefore  will file the
2003 Form 11-K  consistent  with the 2002  Form  11-K with  unaudited  financial
statements as of June 30, 2003 with the Agway  securities  valued as before,  at
par or face value,  with  appropriate  disclosure  in the notes to the financial
statements,  rather than delaying the filing of the 2003 Form 11-K until Agway's
plan of reorganization has been approved.







                                     PART IV
                               OTHER1 INFORMATION


(1) Name and telephone number of person to contact in regard to this
notification


     Peter J. O'Neill                                (315) 449-6568
     (Name)                                          (Telephone Number)


(2)  Have all other periodic reports required  under Section 13 or 15(d) of  the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period  that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).

                                / / Yes / X / No

     The  Company  has not filed a Form 10-K for the fiscal  year ended June 30,
     2003 and has only filed current reports on Form 8-K since its filing of its
     Form 10-Q for the third quarter of the 2003 fiscal year on May 20, 2003. On
     June 3, 2003,  Agway  requested that the staff of the Commission  ("Staff")
     agree not to recommend  enforcement action to the Commission if the Company
     follows the modified reporting procedures  consistent with the requirements
     of  Securities  Exchange  Act  Release  No.  34-9660  (June 30,  1972) (the
     "Release"),  the Division of Corporation Finance's Staff Legal Bulletin No.
     2 (the "Staff Legal  Bulletin") and prior  no-action  letters issued by the
     Staff. In its request, the Company proposed,  in lieu of continuing to file
     quarterly and annual reports under Section 15(d) of the Securities Exchange
     Act of 1934 (the "Exchange  Act"),  to file with the Commission on Form 8-K
     copies of  certain  financial  information  filed  with the  United  States
     Bankruptcy  Court.  A final  response to this request has not been received
     but the Staff has advised the Agway that it would not taken action  against
     the Company for not filing its Form 10-K or  subsequent  Form 10-Qs pending
     the Staff's response.

     The Company  has been filing  Forms 8-K on current  events,  including  the
     filing with the Bankruptcy Court of its unaudited financials for the fiscal
     year  ended  June  30,  2003,  and  events   relating  to  the  Chapter  11
     Proceedings.

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by  the
     earnings  statements  to  be  included  in  the  subject  report or portion
     thereof?

                                / / Yes / X / No

     If so, attach an explanation of the  anticipated  change, both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     See Part  III  Narrative  for  explanation  and  reasons  why a  reasonable
     estimate cannot be made.

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                                   Agway Inc.
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunto duly authorized.

Date:    January 16, 2004  By:     /S/ Peter J. O'Neill
                                   --------------------------------------------
                                       Peter J. O'Neill
                                       Senior Vice President Finance and Control