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

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

________________________________________
Casey's General Stores, Inc.
(Name of Subject Company)

________________________________________
ClearBridge Advisors, LLC
(Name of Person Filing Statement)

________________________________________
Common Stock, no par value per share
(Title of Class of Securities)

________________________________________
147528103
(CUSIP Number of Class of Securities)

________________________________________
Terrence Murphy
Chief Operating Officer
ClearBridge Advisors, LLC
620 8th Avenue
New York, NY 10018
Telephone: (212) 805-2000

(Name, address and telephone number of persons authorized
 to receive notices and communications on behalf of the
 person filing statement)




   Check the box if the filing relates solely to preliminary
   communications made before the commencement of a tender offer.




ITEM 1.  SUBJECT COMPANY INFORMATION

Name and Address

The name of the subject company to which this
Solicitation/Recommendation Statement on Schedule 14D-9
(together with any exhibits and annexes attached hereto,
this "Statement") relates is Casey's General Stores, Inc.,
an Iowa corporation ("Casey's" or the "Company"). Casey's
principal executive offices are located at One Convenience
Blvd., Ankeny, Iowa 50021. Casey's telephone number at this
address is (515) 965-6100.

Securities

The title of the class of equity securities to which this
Statement relates is the common stock, no par value per share,
of the Company ("Casey's Common Shares"), together with the
associated rights (the "Rights") to purchase Series A Serial
Preferred Stock, no par value per share, of the Company (the
"Series A Preferred Stock") issued pursuant to the Rights
Agreement dated as of April 16, 2010 (the "Rights Agreement"),
between the Company and Computershare Trust Company, N.A., as
Rights Agent. As of June 4, 2010, there were 50,929,162 Casey's
Common Shares issued and outstanding and an additional 5,956,550
Casey's Common Shares were reserved for issuance under Casey's
equity compensation plans, of which up to a maximum of 956,550
Casey's Common Shares were issuable or otherwise deliverable
in connection with the vesting of outstanding equity awards of Casey's.

ITEM 2.  IDENTITY AND BACKGROUND OF FILING PERSON

Name and Address

Clearbridge Advisors, LLC
620 8th Avenue
New York, NY 10018
(212) 805-2000

Background

ClearBridge Advisors, LLC is a registered investment
adviser with approximately $54.9 billion in assets under
management, as of March 31, 2010.


ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Relationship with Casey's

ClearBridge has no material agreement with Casey's.
ClearBridge has had routine contact with the company in
its capacity as beneficial owner of Casey's common shares.
See, also Exhibit A.

ITEM 4.  THE SOLICITATION OR RECOMMENDATION

See Exhibit A




ITEM 5.  PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

N/A

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY

As of June 24,2010 ClearBridge beneficially* owns 810,739 shares
of Casey's common stock.

*Beneficial ownership as defined in Rule 13d-3 under the
 Securities Exchange Act of 1934.


ITEM 7.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

N/A

ITEM 8.  ADDITIONAL INFORMATION

N/A


ITEM 9.  EXHIBITS

Exhibit A attached




Exhibit A

The Board of Directors
Casey's General Stores, Inc.
c/o Robert J. Meyers,
Casey's General Stores, Inc.
One S.E. Convenience Blvd
Ankeny, Iowa 50021
                                                   June 28, 2010

Dear Mr. Meyers,

ClearBridge Advisors has been a long-term shareholder of
Casey's General Stores Inc. (Casey's) in a number of our Firm's
equity strategies.  We believe management has built a quality
company, demonstrating superior financial metrics in the
convenience store and general retail industry, with good
long-term growth prospects.

Pursuant to our conversation with you and Bill Walljasper on
June 23, 2010, we urge the management and the Board of Directors
of Casey's to engage in a formal negotiation with the management
team of Alimentation Couche-Tard (Couche-Tard) with respect to
their $36 cash offer to acquire 100% of the outstanding shares
of Casey's.  Anything less gives the impression that
independence, not the maximization of shareholder value, is
the Board's highest priority.

The response by Casey's Board of Directors, made public in a
14D-9 filing dated June 7, 2010, makes a strong argument that
Casey's stock is undervalued at $36 per share. We agree that
the offer does not adequately capture the full earnings power
and potential of Casey's when optimally capitalized. We also
believe that the offer does not account for the revenue
synergies and cost savings created though a combination of
Casey's and Couche-Tard.

Since the unsolicited offer by Couche-Tard to acquire Casey's
for $36 in cash, Casey's Board of Directors and management have
not engaged in meaningful discussion with Couche-Tard, despite
Couche-Tard's repeated stated availability to discuss the terms
and structure of the proposed transaction.   That willingness
to negotiate was reaffirmed to us by the senior management of
Couche-Tard during their visit to ClearBridge's offices on
June 4, 2010.

However, it is the fiduciary duty of Casey's management and
the Board to negotiate in good faith and act in the best
interest of Casey's shareholders. Discussion of the offer or
other options does not restrict or preclude the Boards ability
to reject Couche-Tard's offer, or any subsequent alternative,
that may result from negotiation, in our view.  Conversely,
the Board's intransigence discourages a higher offer and
could result in shareholder wealth destruction should the
Couche-Tard tender offer be withdrawn or not accepted by
shareholders.

We urge the Board of Directors to reconsider its position
with regard to the Couche-Tard tender and negotiate in good
faith for the benefit of all shareholders.

Sincerely,

Brian Angerame    Derek Deutsch	   Aram Green

Peter Hable       Jeffrey Russell



Signature.

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.



/s/ Terrence Murphy
(Signature)


Terrence Murphy - Chief Operating Officer

(Name and Title)

June 25, 2010

(Date)