EXHIBIT 23






                               CONSENT OF COUNSEL

       The consent of Christopher W. Fox, Esq., Deputy General Counsel of Agway
Inc.  and General  Counsel of Agway  Financial  Corporation,  is included in his
opinions,  copies of which are filed as Exhibit 5. Mr. Fox is also a director of
Agway Financial Corporation.





                       CONSENT OF INDEPENDENT ACCOUNTANTS

       We hereby consent to the  incorporation by reference in this Registration
Statement  on Form S-3 of our report  dated  August  30,  2000  relating  to the
financial statements and financial statement  schedules,  which appears in Agway
Inc.'s  Annual  Report on Form 10-K for the year  ended June 24,  2000.  We also
consent to the  references  to us under the  headings  "Experts"  and  "Selected
Financial Data" in such Registration Statement.

PricewaterhouseCoopers LLP



Syracuse, New York
June 7, 2001