UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

  CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12 (G)
  OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
             UNDER SECTIONS 13 AND 15 (D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934.

                         Commission File Number: 2-22791

              AGWAY, INC. EMPLOYEES' 401(k) THRIFT INVESTMENT PLAN

             (Exact name of registrant as specified in its charter)

                   333 BUTTERNUT DRIVE, DEWITT, NEW YORK 13214

               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

     Participations in Agway, Inc. Employees' 401(k) Thrift Investment Plan

            (Title of each class of securities covered by this Form)

                                      None

                 (Titles of all other classes of securities for
                       which a duty to file reports under
                        Section 13 (a) or 15 (d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

   Rule 12g-4 (a) (1) (i)     {     }         Rule 12h-3 (b) (1) (i)    {  X  }
   Rule 12g-4 (a) (1) (ii)    {     }         Rule 12h-3 (b) (1) (ii)   {     }
   Rule 12g-4 (a) (2) (i)     {     }         Rule 12h-3 (b) (2) (i)    {     }
   Rule 12g-4 (a) (2) (ii)    {     }         Rule 12h-3 (b) (2) (ii)   {     }

         Approximate  number of  holders  of record as of the  certification  or
notice date:

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Agway Inc.  has caused this  certification/notice  to be signed on its behalf by
the undersigned duly authorized person.


 Date:  April 30, 2004               By:      /s/      JOHN F. FEENEY
                                         -----------------------------------
                                     (Name)             John F. Feeney
                                     (Title)           Corporate Controller

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.