AGWAY INC
8-K, 2001-01-11
GRAIN MILL PRODUCTS
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                       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) January 10, 2001


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


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


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



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






                                       1

<PAGE>


ITEM 9.  REGULATION FD DISCLOSURE

[LOGO]                                                        Stephen H. Hoefer
                                                      Agway Inc., P.O. Box 4933
                                                       Syracuse, New York 13221
                                                     Phone: Office 315/449-6474
                                                              FAX: 315/449-6281
                                                      E-Mail: [email protected]

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE


         AGWAY ANNOUNCES NEW PROCESS FOR NOMINATING, ELECTING DIRECTORS


SYRACUSE, NY (January 10, 2001) - Agway Inc., an agricultural  Cooperative owned
by 70,000  farmer-members  in the northeast U.S.,  today announced a new process
for  nominating  and electing  Directors.  This new process takes effect for the
Cooperative's 2001 Director elections:

o    Three  geographic  Nomination  Regions will replace the fifteen  Nomination
     Districts that comprise Agway's membership.
o    Director  Nominating  Forums will be established in each region to identify
     and recommend Member Director candidates.
o    Every Agway member will have the  opportunity  to  participate on an annual
     basis in the Director  Nominating  Forums,  with special emphasis placed on
     engaging  those  members who  represent  the majority of Agway's  patronage
     volume.
o    Over the next three years,  two outside  Directors  and Agway's CEO will be
     added to the Board  while the  number of Member  Directors  will be reduced
     from 15 to 12.

"The change in our Director  nomination and election process is important to all
Agway members since it is through the election of Directors  that members ensure
that  Agway  keeps  working  effectively  for the future  benefit  of  Northeast
agriculture," said Gary K. Van Slyke, Agway Chairman of the Board.

Van Slyke said the  changes  reflect  both the  evolving  role of  Directors  in
general, as well as the changing nature of farming in the northeast.

"Today's competitive and rapidly changing business environment is increasing the
activity of Boards of Directors," said Van Slyke.  "Our new director  nominating
process will ensure Agway has Directors with the range of skills and backgrounds
necessary to govern a complex and progressive organization," said Van Slyke.

The new  three-region  structure will more accurately  represent  Agway's member
representation throughout its eleven-state member territory.

"Farming in the northeast is consolidating  and concentrating in certain areas,"
said Van Slyke.  "This has resulted in significant  regional  changes in Agway's
patronage  volume.  The  three-region  structure  more  accurately  reflects our
Cooperative's farmer-member representation in the northeast."

"The  bottom  line is that every year Agway  members  can now become  more fully
involved in the most  important  membership  activity:  nominating  and electing
Agway Directors," said Van Slyke.

Agway members can obtain additional  information on the new Director  nominating
process and sign-up to participate in the Director Nominating Forums by visiting
Agway's website at: www.agway.com.
                    -------------

                                       2



<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 hereunto duly authorized.



                                   AGWAY INC.
                                  (Registrant)






Date        January 11, 2001          By       /s/ PETER J. O'NEILL
        -------------------------              -----------------------------
                                               Peter J. O'Neill
                                               Senior Vice President
                                               Finance & Control
                                               (Principal Financial Officer and
                                               Chief Accounting Officer)





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