Exhibit 10.17






                             June 20, 1996


Mr. Robert T. Ritter
Chief Financial Officer of 
   WLR Foods, Inc.
WLR Foods, Inc.
Post Office Box 7000
Broadway, Virginia  22815

Dear Mr. Ritter:

     WLR   Foods,  Inc.,  a   Virginia  corporation  (the  "Company"),
considers  the  establishment and  maintenance  of a  sound  and vital
management to  be  essential  to  protecting and  enhancing  the  best
interests  of the Company and  its shareholders.   In this connection,
the Company recognizes that,  as is the case  with many publicly  held
corporations,  the possibility  of  a Change  in  Control (as  defined
herein) may arise and  that such possibility, and the  uncertainty and
questions  which  it may  raise among  management,  may result  in the
departure or distraction of  management personnel to the detriment  of
the Company and its shareholders.  Accordingly, the Board of Directors
of the Company  (the "Board")  has determined  that appropriate  steps
should be taken to reinforce and encourage the continued attention and
dedication  of members of  the Company's management  to their assigned
duties  without   distraction  in   circumstances  arising  from   the
possibility of a Change in Control of the Company.  In particular, the
Board  believes it important,  should the Company  or its shareholders
receive a proposal for transfer of control of the Company, that you be
able to assess and advise the  Board whether such proposal would be in
the best interests  of the Company  and its shareholders  and to  take
such other action regarding such proposal as the Board might determine
to be  appropriate, without being  influenced by the  uncertainties of
your own situation.

     In order  to induce you to  remain in the employ  of the Company,
this  letter agreement ("Agreement"),  which has been  approved by the
Board, sets forth the severance benefits which the Company agrees will
be provided  to you in the  event your employment with  the Company is
terminated subsequent to a Change in  Control of the Company under the
circumstances described below.

     1.   Agreement to Provide Services; Right to Terminate.

          (i)  Except as otherwise  provided in paragraph  (ii) below,
the Company or you may terminate your employment at any time following
a  Change in  Control  as defined  herein,  subject to  the  Company's
providing the  benefits hereinafter  specified in accordance  with the
terms hereof.

          (ii) In the event a Person (as hereinafter defined) makes an
offer  which, if accepted by the Company and subsequently consummated,
would  constitute a  Change in  Control, you agree  that you  will not
leave the employ of the Company  (other than as a result of Disability
or  upon Retirement, as such  terms are hereinafter  defined) and will
render  the services  contemplated in the  recitals to  this Agreement
until such Change in Control offer has been abandoned or terminated or
a Change in Control has occurred.  For the purposes of this Agreement,
Retirement shall  mean a termination of  your employment by  you on or
after you have reached age sixty-five (65) and have completed at least
five (5) years of service for the Company (including any service for a
predecessor of the Company  where such prior service is  recognized by
the Company for the purpose of awarding other benefits).  For purposes

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Mr. Robert T. Ritter
June 20, 1996
Page 2

of this Section 1,  "years of service" shall be defined  as in the WLR
Profit Sharing and Salary Savings Plan.

     2.   Term  of Agreement.   This Agreement  shall commence  on the
date  hereof and  shall continue  in effect  until December  31, 1996;
provided, however, that commencing on January 1, 1997 and each January
1  thereafter,  the  term of  this  Agreement  shall automatically  be
extended for one (1) additional year unless  at least ninety (90) days
prior to  such January 1st date,  the Company or you  shall have given
notice that  this  Agreement  shall not  be  extended;  and  provided,
further, that, notwithstanding  the delivery of any  such notice, this
Agreement shall continue  in effect  for a period  of thirty-six  (36)
months after a Change in Control, if such Change in Control shall have
occurred while  this Agreement is in effect.  Notwithstanding anything
in this  Section 2 to the contrary,  this Agreement shall terminate if
you  or the  Company terminate  your employment prior  to a  Change in
Control of the Company.

     3.   Change in Control.   For  the purpose of  this Agreement,  a
"Change in Control" shall mean:

               (i)  The acquisition by any individual, entity or group
(within  the  meaning of  Section 13  (d)  (3) or  14 (d)  (2)  of the
Securities Exchange Act of  1934, as amended (the "Exchange  Act")) (a
"Person") of beneficial  ownership (within the  meaning of Rule  13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more of
either the then outstanding shares of common stock of the Company (the
"Outstanding Company Common  Stock") or the  combined voting power  of
the then outstanding voting securities of the Company entitled to vote
generally  in  the election  of  directors  (the "Outstanding  Company
Voting  Securities");  provided, however,  that  in no  event  may the
following  acquisitions  constitute  a Change  in  Control:    (a) any
acquisition  directly from  the Company  (excluding an  acquisition by
virtue of the exercise of a conversion privilege), (b) any acquisition
by the Company, (c) any  acquisition by any employee benefit plan  (or
related   trust)  sponsored  or  maintained  by  the  Company  or  any
corporation  controlled by  the Company,  (d) any  acquisition  by any
corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described  in  clauses (a),  (b) and  (c) of  paragraph (iii)  of this
Section 3 are  satisfied, or (e) any sale or  other disposition of all
or substantially all of the assets of the Company, if , following such
sale  or other disposition, the  conditions described in  (1), (2) and
(3) of paragraph (iv) of this Section 3 are satisfied; or

          (ii) Individuals who, as of  the date hereof, constitute the
Board  (the "Incumbent Board") cease  for any reason  to constitute at
least  a majority of the Board; provided, however, that any individual
becoming a director subsequent  to the date hereof whose  election, or
nomination for election by the Company's shareholders, was approved by
a vote of  at least seventy-five percent  (75%) of the directors  then
comprising  the  Incumbent Board  shall be  considered as  though such
individual  were a member of  the Incumbent Board,  but excluding, for
this purpose, any  such individual whose initial assumption  of office
occurs as a result  of either an actual or threatened election contest
(as such terms  are used in Rule 14a-11 of  Regulation 14A promulgated
under  the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a  Person other than the Board;
or

          (iii)     Approval by  the shareholders of the  Company of a
reorganization,  merger  or   consolidation,  unless,  in   each  case
following such reorganization, merger  or consolidation, (a) more than
sixty  percent (60%) of, respectively,  the then outstanding shares of
common stock  of the  corporation resulting from  such reorganization,
merger  or consolidation  and the  combined voting  power of  the then
outstanding voting securities of such corporation entitled to vote 

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Mr. Robert T. Ritter
June 20, 1996
Page 3

generally  in the election  of directors  is then  beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities  who were  the beneficial  owners,  respectively, of  the
Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
Securities  immediately  prior  to  such  reorganization,   merger  or
consolidation in substantially the same proportions as their ownership
immediately prior to such  reorganization, merger or consolidation, of
the Outstanding  Company Common  Stock and Outstanding  Company Voting
Securities, as the case may be,  (b) no Person (excluding the Company,
any  employee  benefit plan  (or related  trust) of  the Company  or a
corporation    resulting   from   such   reorganization,   merger   or
consolidation) beneficially owns,  directly or indirectly, thirty-nine
percent (39%) or more of, respectively, the then outstanding shares of
common stock  of the  corporation resulting from  such reorganization,
merger  or  consolidation or  the combined  voting  power of  the then
outstanding  voting securities  of such  corporation entitled  to vote
generally in the election of directors, and (c) at least a majority of
the members of  the board  of directors of  the corporation  resulting
from such reorganization, merger or consolidation were  members of the
Incumbent Board at the time of the  execution of the initial agreement
providing for such reorganization, merger or consolidation; or

          (iv) Approval by the  shareholders of the  Company of (a)  a
complete liquidation or dissolution  of the Company or (b) the sale or
other disposition  of all or  substantially all  of the assets  of the
Company, other than to  a corporation with respect to  which following
such sale or other disposition, (1) more than sixty percent  (60%) of,
respectively, the  then  outstanding shares  of common  stock of  such
corporation and  the combined  voting  power of  the then  outstanding
voting securities  of such corporation  entitled to vote  generally in
the  election of  directors is  then beneficially  owned, directly  or
indirectly,  by  all  or  substantially  all of  the  individuals  and
entities  who  were  the   beneficial  owners,  respectively,  of  the
Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
Securities  immediately prior  to such  sale or  other  disposition in
substantially  the  same proportion  as  their  ownership, immediately
prior  to such sale or  other disposition, of  the Outstanding Company
Common Stock and  Outstanding Company Voting  Securities, as the  case
may  be, (2) no Person (excluding the Company and any employee benefit
plan  (or  related   trust)  of  the  Company   or  such  corporation)
beneficially owns,  directly or indirectly, thirty-nine  percent (39%)
or  more of, respectively, the then outstanding shares of common stock
of  such corporation  and  the  combined  voting  power  of  the  then
outstanding  voting securities  of such  corporation entitled  to vote
generally in the election of directors  and (3) at least a majority of
the members of the board of directors of such corporation were members
of the Incumbent  Board at the  time of the  execution of the  initial
agreement  or action of  the Board  providing for  such sale  or other
disposition of assets of the Company.

          (v)  Notwithstanding anything in the  paragraphs (i) -  (iv)
of  this Section  3 to  the contrary,  no Change  in Control  shall be
deemed to have  occurred for purposes of  this Agreement by virtue  of
any transaction  which results in  you, or  a group  of Persons  which
includes you, acquiring, directly  or indirectly, twenty percent (20%)
or  more  of  the  combined  voting  power  of  the  Company's  Voting
Securities.

     4.   Termination  Following  Change in  Control.   If any  of the
events  described in Section 3 hereof constituting a Change in Control
of the  Company shall  have occurred,  you  shall be  entitled to  the
benefits provided in  Section 5  hereof upon the  termination of  your
employment with the  Company within thirty-six (36)  months after such
Change  in Control,  unless such  termination is  (a) because  of your
death, (b) by the  Company for Cause or Disability or (c) by you other
than  for Good Reason (as  all such capitalized  terms are hereinafter
defined).

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Mr. Robert T. Ritter
June 20, 1996
Page 4

          (i)  Disability.     Termination  by  the  Company  of  your
employment  based on  "Disability" shall  mean termination  because of
your absence  from your duties with  the Company on a  full time basis
for one  hundred eighty  (180) consecutive  days as  a result of  your
incapacity due  to physical  or mental illness,  unless within  thirty
(30)  days after  Notice of  Termination (as  hereinafter  defined) is
given to you  following such absence,  you shall have returned  to the
full time performance of your duties.

          (ii) Cause.   Termination by the Company  of your employment
for  "Cause" shall mean termination upon (a) the willful and continued
failure by you to  perform substantially your duties with  the Company
(other than any  such failure  resulting from your  incapacity due  to
physical or  mental illness)  after a written  demand for  substantial
performance  is  delivered to  you by  the  Chairman of  the  Board or
President of  the Company which specifically  identifies the manner(s)
in which  such  executive believes  that  you have  not  substantially
performed your  duties, or (b) the willful  engaging by you in illegal
conduct which is materially and demonstrably injurious to the Company.
For  purposes of this  paragraph (ii), no  act, or failure  to act, on
your part shall  be considered "willful" unless done, or  failed to be
done, by you  in bad  faith and  without reasonable  belief that  your
action or  omission was in, or  not opposed to, the  best interests of
the Company.   Any act or  failure to act  based upon authority  given
pursuant to a  resolution duly adopted by the Board  or based upon the
advice of counsel for the Company shall be conclusively presumed to be
done,  or omitted  to be done,  by you in  good faith and  in the best
interests of the Company.   It is also expressly understood that  your
attention  to  matters not  directly related  to  the business  of the
Company shall not provide a basis for termination for Cause so long as
the   Board  has   approved  your   engagement  in   such  activities.
Notwithstanding  the foregoing, you shall  not be deemed  to have been
terminated  for Cause unless and until there shall have been delivered
to you a copy of a resolution duly adopted by the  affirmative vote of
not less than three-quarters of the entire membership of the Board  at
a  meeting of  the  Board  called and  held  for such  purpose  (after
reasonable notice to  you and  an opportunity for  you, together  with
your counsel,  to be heard before the Board), finding that in the good
faith opinion  of the Board you  were guilty of the  conduct set forth
above in clauses (a) or (b)  of this paragraph (ii) and specifying the
particulars thereof in detail.

          (iii)     Good   Reason.     Termination  by  you   of  your
employment for "Good Reason" shall mean termination based on:

               (A)  a  determination  by   you,  in  your   reasonable
judgment, that  there has  been an  adverse change in  your status  or
position(s)  as an  executive  officer of  the  Company as  in  effect
immediately  prior  to  the  Change  in  Control,  including,  without
limitation, any adverse change in your status or  position as a result
of a diminution  in your  duties or responsibilities  (other than,  if
applicable, any such change directly attributable to the fact that the
Company is no  longer publicly owned) or the assignment  to you of any
duties or responsibilities which are inconsistent with  such status or
position(s), or any removal  of you from, or any failure  to reappoint
or  reelect you to, such  positions(s) (except in  connection with the
termination of your employment for Cause or Disability or as a  result
of your death or by you other than for Good Reason);

               (B)  a  reduction by the Company in your base salary as
in effect immediately prior to the Change in Control;

               (C)  the failure  by the Company to  continue in effect
any  Plan (as hereinafter defined)  in which you  are participating at
the time of  the Change in Control of the  Company (or Plans providing
you with at least substantially similar benefits) other than as a 

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Mr. Robert T. Ritter
June 20, 1996
Page 5

result  of the normal expiration  of any such  Plan in accordance with
its terms as  in effect at the time  of the Change in Control,  or the
taking  of any  action, or the  failure to  act, by  the Company which
would adversely  affect your continued  participation in  any of  such
Plans on at least  as favorable a basis to  you as is the case  on the
date of the Change  in Control or  which would materially reduce  your
benefits in  the future under any of such  Plans or deprive you of any
material benefit enjoyed by you at the time of the Change in Control;

               (D)  the failure  by the Company to  provide and credit
you  with  the number  of paid  vacation days  to  which you  are then
entitled in accordance with the Company's normal vacation policy as in
effect immediately prior to the Change in Control;

               (E)  the  Company's requiring  you to  be based  at any
office  that is greater than thirty  (30) miles from where your office
is  located  immediately prior  to the  Change  in Control  except for
required travel  on the Company's business to  an extent substantially
consistent with the business travel obligations which you undertook on
behalf of the Company prior to the Change in Control;

               (F)  the  failure by  the  Company to  obtain from  any
Successor  (as  hereinafter  defined)  the assent  to  this  Agreement
contemplated by Section 6 hereof; 
                                  
               (G)  any purported  termination by the Company  of your
employment which is not  effected pursuant to a Notice  of Termination
satisfying  the   requirements  of  paragraph  (iv)   below  (and,  if
applicable, paragraph (ii) above); and for purposes of this Agreement,
no such purported termination shall be effective; or

               (H)  any refusal  by the  Company to continue  to allow
you to attend  to matters or engage in activities not directly related
to the  business of the Company which, prior to the Change in Control,
you were permitted by the Board to attend to or engage in.

          For  purposes  of  this  Agreement, "Plan"  shall  mean  any
compensation  plan such  as the  Company Incentive  Bonus Plan  or any
employee  benefit plan  such  as a  thrift,  pension, profit  sharing,
medical,  disability, accident,  life insurance  plan or  a relocation
plan or policy  or any other  plan, program or  policy of the  Company
intended to benefit  employees, except for the  Company Restated Long-
Term Incentive Plan.

          (iv) Notice of  Termination.   Any purported termination  by
the  Company  or  by  you  following  a Change  in  Control  shall  be
communicated  by  written Notice  of  Termination to  the  other party
hereto.  For  purposes of  this Agreement, a  "Notice of  Termination"
shall  mean a  notice which  shall  indicate the  specific termination
provision in this Agreement relied upon.

          (v)  Date of Termination.  "Date of Termination" following a
Change  in  Control  shall  mean  (a)  if  your  employment  is to  be
terminated  for   Disability,  thirty   (30)  days  after   Notice  of
Termination is given (provided that you shall not have returned to the
performance of your  duties on  a full-time basis  during such  thirty
(30) day  period), (b) if your  employment is to be  terminated by the
Company for Cause or by you pursuant to Sections 4(iii)(F) or 6 hereof
or  for any  other Good Reason,  the date  specified in  the Notice of
Termination, (c) if your employment is to be terminated by the Company
for any reason other than  Cause, the date specified in the  Notice of
Termination, which  in no event  shall be  a date earlier  than ninety
(90) days after the date on which a Notice of Termination is given, 

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Mr. Robert T. Ritter
June 20, 1996
Page 6

unless an earlier date has been expressly agreed to by  you in writing
either  in advance of, or after, receiving such Notice of Termination,
or (d)  if your employment is terminated on account of your death, the
day  after your death.  In the  case of termination of your employment
by the Company for Cause, if you have not previously  expressly agreed
in  writing to  the termination,  then within  thirty (30)  days after
receipt by you  of the Notice of Termination with respect thereto, you
may  notify  the   Company  that  a  dispute   exists  concerning  the
termination, in which event the Date of  Termination shall be the date
set either by mutual written agreement of the parties or by such court
having the matter before it.  During the pendency of any such dispute,
the Company will continue  to pay you your full compensation in effect
just prior  to the time the  Notice of Termination is  given and until
the dispute  is resolved.  However,  if such court issues  a final and
non-appealable order finding  that the Company had Cause  to terminate
you  then you must return all compensation  paid to you after the Date
of  Termination  specified in  the  Notice  of Termination  previously
received by you.

     5.   Compensation  Upon Termination  or During  Disability; Other
Agreements.

          (i)  During any period following a Change in Control  of the
Company that you fail to perform your duties as a result of incapacity
due to physical or mental illness, you shall  continue to receive your
base salary  at the  rate then  in effect and  any benefits  or awards
under  any Plans shall continue  to accrue during  such period, to the
extent not  inconsistent with  such  Plans, until  your employment  is
terminated pursuant  to and in accordance with paragraphs 4(iv) - 4(v)
hereof.  Thereafter,  your benefits shall be  determined in accordance
with the Plans then in effect.

          (ii) If your employment is  terminated for Cause following a
Change in  Control of the Company,  the Company shall pay  to you your
base salary through the Date of Termination at the rate in effect just
prior to the time a  Notice of Termination is given plus  any benefits
or  awards  (including  both  the  cash  and  stock  components) which
pursuant to the terms of any Plans have been earned or become payable,
but which have not yet been paid  to you.  Thereupon the Company shall
have no further obligations to you under this Agreement.

          (iii)     Subject to Section 8 hereof, if, within thirty-six
(36)  months after a  Change in Control  of the Company  has occurred,
your employment  by the Company is terminated other than on account of
your death and is terminated  (a) by the Company other than  for Cause
or Disability  or (b) by you  for Good Reason, then  the Company shall
pay to you,  no later than the  fifth (5th) day following  the Date of
Termination, without  regard to any  contrary provisions of  any Plan,
the following:

               (A)  your  base salary through  the Date of Termination
at the rate in  effect just prior to the time  a Notice of Termination
is given  plus any benefits  or awards  (including both  the cash  and
stock components) which  pursuant to the terms of  any Plans have been
earned  or become  payable, but which  have not  yet been  paid to you
(including  amounts  which  previously   had  been  deferred  at  your
request);

               (B)  an  amount in cash equal to three times the sum of
(i)  the  higher  of  (a)  your annual  base  salary  on  the  Date of
Termination or (b) your annual base salary in effect immediately prior
to  the Change in Control plus (ii)  an amount equal to the average of
the bonuses awarded to you in each of the three previous years. 

          For the  purposes of this Agreement, the  term "base salary"
shall include any amounts deducted by the Company with respect to you 

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Mr. Robert T. Ritter
June 20, 1996
Page 7

or  for  your  account pursuant  to  Sections 125  and  401(k) of  the
Internal Revenue Code of 1986, as amended (the "Code").

          (iv) If,  within thirty-six  (36) months  after a  Change in
Control of the Company has occurred, your employment by the Company is
terminated for any reason other than retirement, the Company shall pay
to  you, on the  date specified  below, an  amount ("Spread")  in cash
equal to  the Termination Fair  Market Value (as  hereinafter defined)
less the  exercise price  of all  options  which were  granted to  you
pursuant  to the  Company's Restated Long-Term  Incentive Plan  or any
Plan succeeding  thereto, and which shall not become exercisable prior
to (a)  the end of the  one (1) year period  immediately following the
Date of Termination  if your  employment is terminated  on account  of
your death, or (b) the end of the third (3rd) month following the Date
of Termination if your  employment is terminated for any  reason other
than death.  The Company shall make such payment upon  the fifth (5th)
day following such Date of Termination.

          For the  purposes of  this Agreement, the  "Termination Fair
Market Value"  shall be  the higher  of (a) the  highest price  of the
Company's  stock  as  quoted on  the  NASDAQ,  or  any other  exchange
complying  with the requirements of the Securities and Exchange Act of
1934, as amended, within  the period beginning ninety (90)  days prior
to  the Date of Termination and  ending upon such Date of Termination,
and  (b) the  highest price of  the Company's  stock as  quoted on the
NASDAQ, or any other  exchange complying with the requirements  of the
Securities and Exchange  Act of  1934, as amended,  within the  period
beginning ninety  (90) days prior  to a  Change of Control  and ending
upon the date of a Change of Control.

          (v)  If,  within thirty-six  (36) months  after a  Change in
Control of the Company has occurred, your employment by the Company is
terminated (a) by the Company  other than for Cause or  Disability, or
(b) by you for  Good Reason, then the  Company shall maintain in  full
force and effect, for the continued benefit of you and your dependents
for a period terminating on the earliest of (a) three (3) years  after
the Date of  Termination or  (b) the commencement  date of  equivalent
benefits  from  a  new  employer, insured  and  self-insured  employee
welfare  benefit  Plans in  which  you  were entitled  to  participate
immediately  prior  to the  Date  of Termination,  provided  that your
continued  participation  is  possible  under the  general  terms  and
provisions  of such Plans (and  any applicable funding  media) and you
continue to pay  an amount  equal to your  regular contribution  under
such Plans for such participation.   If three (3) years after the Date
of  Termination  you  have  not  previously  received,  nor  are  then
receiving, equivalent benefits from a new employer, the Company  shall
offer  you  continuation  coverage  under COBRA  as  prescribed  under
Section 4980B of  the Code.   At the  expiration of such  continuation
coverage  (or, if COBRA continuation coverage is not applicable to the
Plan, then upon the expiration of the three  (3) year period beginning
on the Termination Date), the Company shall arrange, at its  sole cost
and  expense,  to  enable you  to  convert  you  and your  dependents'
coverage under such plans to individual policies and programs upon the
same terms as employees of the Company may apply for such conversions.
In  the event that your participation in  any such Plan is barred, the
Company, at  its sole cost  and expense, shall arrange  to have issued
for  the benefit  of you  and your  dependents individual  policies of
insurance providing  benefits substantially  similar (on an  after-tax
basis)  to those  which  you otherwise  would  have been  entitled  to
receive  under such Plans pursuant  to this paragraph (v)  or, if such
insurance  is not available  at a reasonable cost  to the Company, the
Company  shall   otherwise  provide  you  and   your  dependents  with
equivalent  benefits  (on  an after-tax  basis).    You  shall not  be
required to  pay any  premiums or other  charges in an  amount greater
than that  which you would have  paid in order to  participate in such
Plans.

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Mr. Robert T. Ritter
June 20, 1996
Page 8

     (vi) Except as specifically provided  in paragraph (v) above, the
amount  of any  payment provided  for in  this Section 5 shall  not be
reduced, offset or subject to recovery by the Company by reason of any
compensation  earned by  you as  the result  of employment  by another
employer after the Date of Termination, or otherwise.

          (vii)     In  the  event that  you  become  entitled to  the
payments  provided  by paragraphs  (iii)  and  (iv) of  Section 5(iii)
hereof (the "Agreement  Payments"), if any  of the Agreement  Payments
will be subject to the tax (the "Excise  Tax") imposed by Section 4999
of the  Code (or any similar  tax that may hereafter  be imposed), the
Company shall pay  to you  at the time  specified in  paragraph (viii)
below  an additional amount (the "Gross-up Payment") such that the net
amount retained by you, after deduction of any Excise Tax on the Total
Payments (as  hereinafter defined)  and any  federal, state and  local
income tax  and Excise Tax  upon the Gross-up Payment  provided for by
this paragraph (vii), but before deduction  for any federal, state  or
local income tax on the Agreement Payments, shall be equal  to the sum
of (a) the Total Payments  and (b) an amount equal  to the product  of
any deductions  disallowed because  of the  inclusion of  the Gross-up
Payment  in  your adjusted  gross  income and  the  highest applicable
marginal  rate of  federal income  taxation for  the calendar  year in
which the Gross-up Payment is to be made.

          For  purposes of  determining whether  any of  the Agreement
Payments will  be subject to  the Excise  Tax and the  amount of  such
Excise  Tax, (a)  any other  payments  or benefits  received or  to be
received by you in connection with  a Change in Control of the Company
or  your termination of employment  (whether pursuant to  the terms of
this  Agreement or any other  plan, arrangement or  agreement with the
Company, any Person whose actions result in a Change in Control of the
Company  or any  person affiliated  with the  Company or  such person)
(which,  together with  the Agreement  Payments, shall  constitute the
"Total Payments") shall be treated  as "parachute payments" within the
meaning of Section 280G(b)(2) of the  Code, and all "excess  parachute
payments" within  the meaning of Section 280G(b)(1) of  the Code shall
be treated  as subject to the Excise Tax, unless in the opinion of tax
counsel  selected by  the  Company's independent  auditors such  other
payments or benefits (in whole or in part) do not constitute parachute
payments,  or such  excess parachute  payments (in  whole or  in part)
represent  reasonable  compensation  for  services  actually  rendered
within the meaning of Section 280G(b)(4) of the Code  in excess of the
base amount within the  meaning of Section 280G(b)(3) of the  Code, or
are  otherwise not subject  to the Excise  Tax; (b) the  amount of the
Total Payments  which shall  be treated as  subject to the  Excise Tax
shall be equal  to the  lesser of (1)  the total amount  of the  Total
Payments or  (2) the amount  of excess  parachute payments  within the
meaning of Section 280G(b)(1) of the Code  (after applying clause (a),
above); and (c) the  value of  any non-cash benefits  or any  deferred
payment  or benefit shall  be determined by  the Company's independent
auditors in accordance with  the principles of Sections 280G(d)(3) and
(4) of the Code.

          For  purposes  of determining  the  amount  of the  Gross-up
Payment,  you shall be deemed  to (a) pay federal  income taxes at the
highest marginal rate of federal income taxation for the calendar year
in which  the Gross-up Payment is  to be made, (b) pay  the applicable
state and local income taxes at the  highest marginal rate of taxation
for the calendar year in which the Gross-up Payment is to be made, net
of  the maximum  reduction  in federal  income  taxes which  could  be
obtained  from deduction  of such  state and  local taxes  (determined
without regard to limitations  on deductions based upon the  amount of
your  adjusted   gross  income),  and   (c) have  otherwise  allowable
deductions for federal  income tax  purposes at least  equal to  those
disallowed  because of the inclusion  of the Gross-up  Payment in your
adjusted  gross  income.    In  the  event  that  the  Excise  Tax  is
subsequently determined to be less than the amount taken into account 

<PAGE>

Mr. Robert T. Ritter
June 20, 1996
Page 9

hereunder at the time the Gross-up Payment is made, you shall repay to
the Company  at the time that  the amount of such  reduction in Excise
Tax is  finally  determined,  the  portion  of  the  Gross-up  Payment
attributable  to  such reduction  (plus  the portion  of  the Gross-up
Payment attributable to  the Excise  Tax and federal  state and  local
income tax imposed on the portion of the Gross-up Payment being repaid
by you if such repayment results in a reduction in Excise Tax and/or a
federal  and state and local  income tax deduction),  plus interest on
the   amount   of   such   repayment   at   the   rate   provided   in
Section 1274(b)(2)(B) of the  Code.  In the event that  the Excise Tax
is determined to exceed the amount taken into account hereunder at the
time the Gross-up Payment is made (including by reason of  any payment
the  existence or amount of which cannot  be determined at the time of
the Gross-up Payment),  the Company shall make  an additional Gross-up
Payment  in respect  of such  excess (plus  any interest  payable with
respect to  such excess at the rate  provided in Section 1274(b)(2)(B)
of the Code) at  the time that  the amount of  such excess is  finally
determined.

          (viii)    The Gross-up  Payment or portion  thereof provided
for  in paragraph (vii)  above  shall  be  paid  not  later  than  the
thirtieth (30th) day following payment of any amounts under paragraphs
(iii) and (iv) of Section 5;  provided, however, that if the amount of
such Gross-up Payment or portion thereof cannot  be finally determined
on or before  such day, the Company  shall pay to  you on such day  an
estimate, as determined  in good faith by the Company,  of the minimum
amount of such payments  and shall pay the remainder of  such payments
(together with interest at  the rate provided in Section 1274(b)(2)(B)
of the Code) as soon as the  amount thereof can be determined, but  in
no event  later than the forty-fifth  (45th) day after  payment of any
amounts under paragraphs (iii)  and (iv) of Section 5.   In the  event
that  the  amount  of  the   estimated  payments  exceeds  the  amount
subsequently determined to have been due, such excess shall constitute
a  loan by the  Company to you,  payable on the fifth  (5th) day after
demand  by the Company (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code).

     6.   Successors; Binding Agreement.

          (i)  The Company will seek, by written request at least five
(5) business days  prior to the time a Person  becomes a Successor (as
hereinafter  defined), to have such  Person, by agreement  in form and
substance  satisfactory to  you,  assent  to  the fulfillment  of  the
Company's obligations under this Agreement.  Failure of such Person to
furnish such assent by the later of (a) three (3) business  days prior
to  the time such Person  becomes a Successor  or (b) two (2) business
days after such Person receives a  written request to so assent  shall
constitute Good Reason for termination by  you of your employment if a
Change in Control of the Company occurs or has occurred.  For purposes
of this Agreement, "Successor" shall mean any Person that succeeds to,
or  has the practical ability  to control (either  immediately or with
the  passage of time), the  Company's business directly,  by merger or
consolidation,  or indirectly,  by  purchase of  the Company's  Voting
Securities or otherwise.

          (ii) This Agreement  shall inure to  the benefit  of and  be
enforceable   by  your  personal   legal  representatives,  executors,
administrators,   successors,   heirs,   distributees,  devisees   and
legatees.  If  you should die while any amount  would still be payable
to  you  hereunder if  you had  continued to  live, all  such amounts,
unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or,
if no such designee exists, to your estate.

          (iii)     For  purposes  of  this Agreement,  the  "Company"
shall include any subsidiaries  of the Company and any  corporation or
other entity which is the surviving or continuing entity in respect of
any merger, consolidation or form of business combination in which the

<PAGE>

Mr. Robert T. Ritter
June 20, 1996
Page 10

Company  ceases   to  exist;   provided,  however,  for   purposes  of
determining  whether a Change in Control has occurred herein, the term
"Company" shall refer to WLR Foods, , Inc. or its successor(s).

     7.   Fees and Expenses; Mitigation.

          (i)  The Company  shall reimburse  you, on a  current basis,
for all reasonable legal fees and related expenses incurred by you  in
connection with the  Agreement following  a Change in  Control of  the
Company, including without limitation, (a) all such fees and expenses,
if  any, incurred in contesting  or disputing any  termination of your
employment  or incurred by  you in seeking advice  with respect to the
matters set forth in Section 8 hereof or (b) your seeking to obtain or
enforce any right or benefit provided by this Agreement, in each case,
regardless  of  whether or  not your  claim is  upheld  by a  court of
competent jurisdiction;  provided, however,  you shall be  required to
repay  any such  amounts to  the Company  to the  extent that  a court
issues   a  final   and   non-appealable  order   setting  forth   the
determination that the position taken by you was frivolous or advanced
by you in bad faith.

          (ii) You shall not be required to mitigate the amount of any
payment the Company  becomes obligated  to make to  you in  connection
with this Agreement, by seeking other employment or otherwise.

     8.   Taxes.   Subject to the  provisions of  Section 5(vii),  all
payments  to be made  to you under  this Agreement will  be subject to
required withholding of federal, state and local income and employment
taxes.

     9.   Survival.   The  respective  obligations  of,  and  benefits
afforded to, the Company  and you as provided in Sections 5, 6(ii), 7,
8,  12 and  14 of  this Agreement  shall survive  termination of  this
Agreement.

     10.  Notice.  For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing
and shall be  deemed to have been duly given  when delivered or mailed
by United  States registered  mail, return receipt  requested, postage
prepaid and addressed, in the case of the Company, to  the address set
forth  on the first  page of  this Agreement  or, in  the case  of the
undersigned employee,  to the address  set forth below  his signature,
provided that  all notices  to the  Company shall  be directed  to the
attention  of the Chairman  of the Board or  President of the Company,
with a copy  to the Secretary of the Company, or to such other address
as  either  party  may have  furnished  to  the  other in  writing  in
accordance  herewith, except that notice of change of address shall be
effective only upon receipt.

     11.  Miscellaneous.    No  provision  of this  Agreement  may  be
modified,  waived or  discharged unless  such modification,  waiver or
discharge is agreed to in a writing signed by you and the  Chairman of
the Board  or President  of the  Company.  No  waiver by  either party
hereto at any  time of any breach by the other  party hereto of, or of
compliance  with, any condition or  provision of this  Agreement to be
performed by such  other party shall be deemed a  waiver of similar or
dissimilar provisions  or conditions at  the same or  at any prior  or
subsequent time.  No agreements or representations, oral or otherwise,
express or implied,  with respect  to the subject  matter hereof  have
been made  by either party which  are not expressly set  forth in this
Agreement.

     12.  Governing  Law  and  Venue.  The  validity,  interpretation,
construction and performance  of this Agreement  shall be governed  by
the laws  of the Commonwealth of  Virginia.  Venue for  any proceeding
related  to the performance or interpretation of this Agreement, or in
any way arising out of this Agreement, shall be either the Circuit 

<PAGE>

Mr. Robert T. Ritter
June 20, 1996
Page 11

Court  of Rockingham County,  Virginia, or the  United States District
Court for the Western District of Virginia, Harrisonburg Division.

     13.  Validity.     The  invalidity  or  unenforceability  of  any
provision  of  this  Agreement  shall  not   affect  the  validity  or
enforceability  of any other provision of  this Agreement, which shall
remain in full force and effect.

     14.  Employee's Commitment.   You  agree that subsequent  to your
period of  employment  with the  Company,  you will  not  at any  time
communicate  or  disclose  to  any unauthorized  person,  without  the
written  consent of  the  Company, any  proprietary  processes of  the
Company  or other  confidential information  concerning  its business,
affairs, products,  suppliers or customers which,  if disclosed, would
have a material adverse effect upon the business or operations  of the
Company,  taken as  a whole;  it being  understood, however,  that the
obligations under this Section 14  shall not apply to the  extent that
the aforesaid matters (a) are disclosed in circumstances where you are
legally  required to  do  so or  (b) become  generally known  to,  and
available for use  by, the public otherwise than  by your wrongful act
or omission.

     15.  Related Agreements.  To the extent that any provision of any
other agreement between the Company and you shall limit, qualify or be
inconsistent with any  provision of this Agreement, then  for purposes
of this Agreement, while the same shall remain in force, the provision
of such other agreement shall be  deemed to have been superseded,  and
to be  of no  force or  effect, as  if such  other agreement had  been
formally amended  to the extent necessary to  accomplish such purpose.
Notwithstanding the effect of  the preceding sentence, the conditional
Employment Agreement, renewed on June 26, 1992 between the Company and
you is hereby cancelled and shall be of no force or effect.

          If this  letter correctly  sets forth our  agreement on  the
subject  matter  hereof, kindly  sign and  return  to the  Company the
enclosed  copy of this letter which will then constitute our agreement
on this subject.

                              Sincerely,

                              WLR Foods, Inc.


                              By____/s/ Herman D. Mason______________
                                   Herman D. Mason, Chair
                                   Executive Compensation Committee
                                   WLR Foods, Inc.


Agreed to this _28_ day of June, 1996.


___/s/ Robert T. Ritter_______________
Robert T. Ritter

______________________________________

______________________________________