EXHIBIT 10.21(b)

                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT



     This First  Amendment to Amended and  Restated  Employment  Agreement  (the
"Amendment")  is made and entered into as of the 26th day of March,  1998 by and
between Casey's General Stores,  Inc., an Iowa  corporation  (the "Company") and
Donald F. Lamberti ("Lamberti").

     WHEREAS,  the Company and  Lamberti  are parties to an Amended and Restated
Employment  Agreement  dated as of October 24, 1997 (the "Original  Agreement"),
providing for Lamberti's  employment as Chief  Executive  Officer of the Company
under the terms and conditions set forth therein; and

     WHEREAS,  the Company and Lamberti have agreed that, effective as of May 1,
1998,  Ronald M. Lamb shall serve as Chief Executive  Officer of the Company and
that  Lamberti  will  continue  to serve  the  Company  as the  Chairman  of the
Executive Committee.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, the parties hereto agree as follows:

     1.  AMENDMENT OF SECTION 3 OF ORIGINAL  AGREEMENT.  The first  paragraph of
Section 3 of the Original Agreement is hereby amended to read as follows:

           3.  Duties of Lamberti.   During the period of his employment in the
               capacity as Chairman of the Executive Committee, Lamberti will 
               perform his duties to the best of his ability, subject to the 
               control of the Board of Directors.  It is agreed and understood 
               that Lamberti shall act as liaison between the Chief Executive 
               Officer of the Company and the Board of Directors to assure that 
               all matters for consideration are communicated to members on a 
               timely basis.  At times when neither the Board of Directors nor 
               the Executive Committee are in session, Lamberti shall be 
               available to receive the report of the Chief Executive Officer 
               on their behalf.  In addition, Lamberti shall have such other 
               duties and responsibilities as shall be mutually agreed upon by 
               Lamberti and the Chief Executive Officer of the Company, 
               including but not limited to providing assistance to the Chief
               Executive Officer in representing the Company at business or 

               public occasions.  The Company agrees that Lamberti shall 
               continue to occupy his present office as Chairman of the 
               Executive Committee and shall at all times have such authority 
               and discretion as is required in the carrying out of Lamberti's 
               duties in a proper and efficient manner, subject to review by the
               Chief Executive Officer and the Board of Directors.

     2.       OTHER REFERENCES TO POSITION AS CHIEF EXECUTIVE OFFICER.   

     All other references in the Original  Agreement to Lamberti's  position and
service  as Chief  Executive  Officer  of the  Company  are  hereby  amended  to
hereafter refer to Lamberti's  position and service as Chairman of the Executive
Committee.

     3.  RATIFICATION.  Except as set forth herein,  the terms and conditions of
the Original Agreement are hereby ratified, confirmed and approved.

     4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be
deemed effective as of May 1, 1998.

     IN WITNESS WHEREOF, the respective parties have caused this Amendment to be
executed as of the day and year first above written.

                                               CASEY'S GENERAL STORES, INC.



                                      By:      /s/ Ronald M. Lamb
                                               -----------------------------
                                               Ronald M. Lamb, President
ATTEST:



By:      /s/ John G. Harmon
         -------------------------------
         John G. Harmon, Corporate Secretary



                                      By:      /s/ Donald F. Lamberti
                                               ------------------------------
                                               Donald F. Lamberti