UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                               FORM 10-K

(X)  ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF  THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended June 28, 1997
                                  OR
     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from __________ to ___________

                    Commission File Number 0-17060

                            WLR FOODS, INC.
        (Exact name of registrant as specified in its charter)

                      Virginia                         54-1295923
           (State or other jurisdiction             (I.R.S. Employer
        of incorporation or organization)          Identification No.)

                P.O. Box 7000, Broadway, Virginia 22815
               (Address of principal executive offices)
          Registrant's telephone number, including area code
                             540-896-7001


Securities registered pursuant               Name of exchange on which 
to Section 12(b) of the Act:                         registered
                     

             N/A                                    N/A

Securitis registered pursuant to Section 12(g) of the Act:

                      Common Stock - no par value
                           (Title of Class)

Indicate  by check  mark  whether the  registrant  (1) has  filed  all
reports required to be  filed by Section 13 or 15(d) of the Securities
Exchange  Act of  1934 during  the preceding  12 months  (or for  such
shorter period that the registrant was required to file such reports),
and (2) has been subject  to such filing requirements for the  past 90
days.                           (X)   Yes           _____ No

Indicate  by check mark if disclosure of delinquent filers pursuant to
Item  405 of Regulation S-K  (Section 229.405 of this  chapter) is not
contained  herein,  and  will   not  be  contained  to  the   best  of
registrant's knowledge, in definitive  proxy or information statements
incorporated  by  reference  in  Part III  of  this  Form 10-K  or any
amendment to this Form 10-K.      ________

The aggregate value of the voting stock held  by non-affiliates of the
registrant as  of September  22, 1997 was  approximately $126,486,468.
As of that  date 16,282,050  shares of the  registrant's common  stock
were issued and outstanding.

<PAGE>
                                PART I

Item 1.    BUSINESS.

General

     WLR Foods, Inc. (with  its subsidiaries, "WLR" or  the "Company")
was incorporated  in the Commonwealth of  Virginia in 1984.   WLR is a
leading producer,  processor and  marketer of poultry-based  products,
including fresh, frozen and further processed chicken and turkey.  The
Company markets products under  its Wampler Foods  brand trademark and
under various private labels to  customers in the retail,  foodservice
and institutional markets, as well as to export customers in more than
64  countries.   In  1997, WLR  was ranked  the second  largest turkey
producer  by  Turkey  World   magazine,  the  eighth  largest  further
processor of poultry  by Meat  & Poultry magazine  and the  fourteenth
largest  chicken producer  by  Broiler Industry.    Company sales  for
fiscal  1997  were  $1.014   billion,  including   approximately  $400
million of chicken products  and $490 million of turkey  products, and
representing  approximately  565 million  pounds  of  chicken and  530
million pounds of  turkey.   Remaining sales were  comprised of  feed,
ice, nonpoultry distribution and by-product sales.

     The Company markets a  full line of chicken and  turkey products,
including individually  packaged fresh  and frozen whole  birds, fresh
and frozen bulk parts, fresh and frozen tray packs of individual parts
and a large assortment of  further processed products.  By  offering a
broad array of products, the Company is able to shift production among
whole  birds, parts  and  further processed  products  in response  to
changes in customer demands and product prices.   WLR is also actively
expanding  its offering  of  further processed  products, which  offer
consumers added convenience and  taste while generating higher margins
for WLR, and for which grain  costs represent a smaller percentage  of
overall production cost.  Further processed products include a variety
of  salads, sliced luncheon meats, turkey  burgers and sausage, ground
turkey and chicken and various fully cooked breast products.

     WLR markets branded,  as well as, private  label poultry products
to  retailers,  fast  food  operators,  foodservice  and institutional
customers primarily in  the  eastern  United  States,  as  well as  to
customers in  the  upper  Midwest  and  California.   The  Company  is
positioning  itself as  a full-service  supplier  to  these  customers
for  poultry-based  products, offering  a broad  assortment of branded
and private label products across multiple price points.  In addition,
WLR  continues to expand its export  sales,  which have  grown from 4%
of total Company  sales in 1990 to 10% of sales in 1997.

     The Company is vertically integrated  and controls the growing of
its poultry, and the  processing, preparation, packaging and marketing
of  its  products.     Such  integration  enables  WLR  to   ensure  a
consistently high degree of product quality, and to adjust its product
mix  to changes  in  the  prices  of  products,  changes  in  customer
requirements and to geographic imbalances in supply.  As an integrated
producer,  the  Company also  has  opportunities  to reduce  operating
costs, improve  operating efficiency  and  deliver a  higher yield  of
harvestable  birds to  its processing  plants through  improvements in
processing  facilities,  automation  and  the  active  monitoring  and
management  of its breeder stock,  hatching and growing conditions and
feed components.

     In  addition to  its poultry operations,  the Company  operates a
cold storage  and ice manufacturing and  distribution business through
its Cassco Ice  & Cold Storage, Inc.  ("Cassco") operating subsidiary.
Cassco is a leading  ice producer and distributor in  the mid-Atlantic
region of the United States.  In 1997, Cassco generated sales of $19.2
million.

     On July 25, 1997, the Company sold its 65% interest in May Supply
Company,  Inc.,  a  wholesale  distributor of  plumbing  supplies  and
equipment.

<PAGE>

Poultry Production

     WLR  Foods' primary  operations  include the  breeding, hatching,
grow-out and processing of turkeys and chickens.  For fiscal 1997, WLR
Foods produced approximately 561 million pounds of  dressed turkey and
622 million pounds of dressed chicken.

     WLR Foods  purchases breeder stock  turkey eggs which  it hatches
and  places with  growers  who supply  labor  and housing  to  produce
breeder flocks.   These breeder flocks produce eggs  that are taken to
the  company-owned turkey  hatchery for  incubation and  hatching into
poults,  providing approximately  53% of  the Company's  poult supply.
The  balance of the Company's  poults are purchased  from Cuddy Farms,
Inc. (not affiliated with WLR Foods).  In  its chicken operations, WLR
Foods  purchases breeder flock chicks and places them with growers who
supply labor and housing to raise the birds.  The birds are then moved
to breeder farms  where they begin providing  eggs, which are  in turn
transported to company-owned hatcheries.  Once hatched, day-old poults
and  chicks  are  inspected  and  vaccinated  against  common  poultry
diseases.  In total, WLR Foods contracts with 200  breeder growers who
grow  approximately  one-half of  WLR Foods'  turkey,  and all  of WLR
Foods' chicken, breeder flocks.

     In February, 1997, the Board of Directors approved the investment
of $8 million for the construction of a new hatchery at the Goldsboro,
North Carolina facility and the implementation of a second shift.  The
Company is in the  process of completing the hatchery  and anticipates
that it will be fully operational before the end of the calendar year.
A second shift  at the  adjacent processing facility  will permit  the
Company  to  leverage its  fixed  plant  expenses  by  spreading  such
expenses over a greater volume of product, thereby minimizing per unit
cost.   The expansion  has been anticipated  by the  Company since  it
acquired the facility in September 1995.

     After hatching and vaccination, poults and chicks are transported
to one of  WLR Foods'  approximately 886 contract  growers located  in
Virginia, West  Virginia, Pennsylvania,  Maryland, North  Carolina and
South Carolina who supply  labor and housing to raise  the turkeys and
chickens to maturity.  WLR Foods supplies feed primarily from company-
owned  feedmills  and  provides  grower  support  through  WLR  Foods'
technicians and veterinarians.

     Grow-out  and breeder farms provide  WLR Foods with  more than 57
million  square feet of growing facilities.  These farms typically are
grower-owned  and operate  under  contract with  WLR Foods,  providing
facilities, utilities and labor.   Contract growers are compensated on
a   cost-based   formula   and   several   incentive-based   formulas.
Approximately 99% of  WLR Foods' turkeys and 100%  of its chickens are
raised by  contract growers,  with the  balance  grown by  independent
growers and company-owned farms.   WLR Foods strives to  maintain good
contract   grower  relationships  and  believes  the  availability  of
contract growers is sufficient for anticipated needs.

     An important  factor in the  grow-out of poultry  is the rate  at
which poultry converts feed  into body weight.  The  Company purchases
it primary feed  ingredients on  the open market.   These  ingredients
consist primarily of corn  and soybean meal.  Because the  quality and
composition of feed is critical to the feed conversion rate, WLR Foods
formulates and  manufactures a majority of its feed at one of its five
feedmills.  WLR  Foods has  an annual feed  manufacturing capacity  of
approximately 2 million tons and anticipates no difficulty  in meeting
the Company's feed requirements in the future.

     Once the turkeys  and chickens reach marketable  weight, they are
transported  in  WLR  Foods'  trucks  to  one  of  its  eight  poultry
processing  plants.   These  plants utilize  modern, highly  automated
equipment to process and package the  turkeys and chickens for sale or
preparation for further processing.   Some further processing, such as
deboning  and skinning,  is  also  conducted  in  a  number  of  these
processing plants.  Additional further processing, including  slicing,
grinding,  marinating, spicing  and  cooking  to produce  delicatessen
products, frankfurters,  meat salads,  ground turkey and  chicken, and
food  service  products is  conducted  at  the Company's  two  further
processing plants.

Distribution, Public Refrigerated Warehousing, Ice and Other

     WLR Foods'  distribution business  includes fresh  poultry, beef,
and other meat products purchased from third parties for resale, along
with certain products produced  by the Company.  These  operations are
conducted  within a  radius of  approximately 75  miles of  WLR Foods'
further  processing  facility  in  Franconia,  Pennsylvania.    Cassco
manufactures  and  distributes  ice  in the  mid-Atlantic  region  and
operates five public refrigerated warehouses in Virginia, West 

                                   2
<PAGE>


Virginia and  North Carolina.   WLR  Foods' protein conversion  plants
convert  the nonedible  by-products of  its poultry  processing plants
into  feed   ingredients,   with  the   balance  sold   to  pet   food
manufacturers.

     The following  table approximates sales revenues  from WLR Foods'
products for the last three fiscal years.

                            Fiscal 1997    Fiscal 1996     Fiscal 1995
                            -----------    -----------     -----------
(Dollars in Millions)

Chicken, fresh and frozen      $400           $380            $310
Turkey, fresh and frozen        490            485             480
Ice/Warehousing                  19             19              18
Distribution, Feed and Other    105            114             101
                               ----           ----            ----
Total Net Sales              $1,014           $998            $909
                             ======           ====            ====

Competition 

     The poultry  industry is highly  competitive.  WLR  Foods markets
its products in competition with  larger and smaller poultry companies
on the basis  of price, quality and service, with  WLR Foods' greatest
competition coming from four  or five of the country's  larger poultry
producers  and  processors.   The pricing  of  poultry products  is so
competitive that any company  with a cost advantage is  in a favorable
competitive position.   Seasonal increases in  production and customer
buying  patterns  contribute  to  fluctuations  in  prices  which  are
controlled more by supply and demand than by cost of  production.  WLR
Foods primarily markets its chicken products in the highly competitive
eastern sections of the United States.

Seasonality 

     In general, the Company's  sales are relatively stable throughout
the year.  However  demand for chicken and further  processed products
is typically strongest in  May through August while demand  for turkey
products  is  typically  strongest  in   September  through  December.
Management  responds  to  this  seasonality by  attempting  to  manage
operating  volumes and  inventory levels,  and the  associated working
capital  requirements, to meet expected demand.  As a consequence, the
Company's short-term borrowings typically peak in the third and fourth
quarters of each fiscal year, reflecting the buildup of turkey product
inventories.

Trademarks and Patents

     As of August 1996,  the Company's Wampler Foods subsidiary  began
marketing  products under  the  trademarks WAMPLER  FOODS and  WAMPLER
FOODS and design, which have applications  for registration pending at
the  U.S. Patent  and Trademark  Office.   Wampler Foods  continues to
market its products under  the trademarks WAMPLER-LONGACRE and design,
TRIM  FREE, COLONY  FARMS, DINOSAUR  WINGS, POULTRY  PARTNERS, POULTRY
PARTNERSHIP, KAFETERIA KIT  and THE DELI ROAST  COLLECTION and design,
all of which are  federally registered trademarks.  Products  are also
sold under the LEAN LITE DELI,  ROUND HILL, FARMER'S CHOICE and VALLEY
PRIDE  marks.  Following the acquisition of Cuddy Foods, Wampler Foods
obtained  the right to market  products under various  marks using the
CUDDY name.   Wampler Foods  ceased packing products  under the  CUDDY
marks as of  July 1, 1997.  Wampler  Foods continues to  market its
export  and foreign military sales under the COLONEL ROCKINGHAM design
and ROCKINGHAM trademarks, as well as the WAMPLER FOODS trademark.  

     Cassco distributes  its products  under the  federally registered
trademark CASSCO.

     Wampler  Foods holds a patent for pasteurized salads and a patent
for processing turkey. 

Government Contracts

     WLR  Foods' government contracts are a small segment of its total
sales, consisting  of  bids on  particular  products for  delivery  at
specified  locations.  Contracts are generally bid, and the product is
delivered, within a one- to two-month period.  These contracts include
both chicken  and turkey  products and  can involve  further processed
products.    WLR Foods had  less  than  $0.5  million of  governmental
contracts outstanding  as of June 28, 1997,  compared to approximately
$0.1 million as of June 29, 1996.

                                   3

<PAGE>

Foreign Sales 

     WLR  Foods' export  sales  constituted approximately  10% of  its
total annual sales in each of fiscal 1997 and 1996, compared to 8% for
fiscal year 1995.  Wampler Foods has  a full-time staffed export sales
office  which coordinates export sales efforts on behalf of WLR Foods.
Export sales originate from that office and use independent brokers as
needed.  Sales are made to customers in over 64 countries.

Transportation

     Transportation   logistics,   including   the   availability   of
transportation equipment and the efficiency of transportation systems,
are key elements in the raising  of poultry, transporting feed to  the
contract growers  and outside purchasers, transporting  poultry to the
processing plants, and transporting products  to customers.  WLR Foods
has contracts with  two railroad  companies for the  delivery of  feed
ingredients to WLR Foods' feedmills.

     Delivery  of the Company's products  are generally made by truck.
WLR  Foods maintains  a fleet  of refrigerated  trucks and  uses them,
along with refrigerated common carrier and customer-owned vehicles, to
deliver its  products.   Export  products are  loaded in  refrigerated
containers and shipped overseas.

Raw Materials

     WLR Foods'  largest cost  is for basic  feed ingredients,  namely
corn and soybean meal.  Feed grains are commodities and,  as such, are
subject  to volatile price changes caused by weather, size of harvest,
changes   in  demand,   transportation  and   storage  cost   and  the
agricultural policies  of the  United States and  foreign governments.
Although  WLR Foods  can, and  sometimes does,  purchase grain  in the
forward markets, it cannot  completely eliminate the potential adverse
effect of grain price  increases.  The Company uses  futures contracts
and forward purchases to  hedge the risk of fluctuating  grain prices.
The results of closed hedging transactions  become part of the cost of
the related inventory items, and gains and  losses in the market value
of  open  hedging  contracts are  reported  as  an  adjustment to  the
carrying amount of the hedged item.

Environmental and Other Regulatory Compliance

     WLR  Foods'   facilities  and  operations  are   subject  to  the
regulatory  jurisdiction of  various federal  agencies, including  the
Food and Drug Administration, Department of Agriculture, Environmental
Protection Agency, Occupational Safety  and Health Administration, and
of  corresponding state  agencies  in Virginia,  West Virginia,  North
Carolina  and Pennsylvania.   All environmental permits,  such as air,
water and  solid waste  disposal  permits, are  issued by  appropriate
state agencies.
               
     A total  of  seven  environmental permits  are  held  by  Wampler
Foods's  Virginia facilities, all of which were issued by the Virginia
Department  of Environmental  Quality.   The Hinton  turkey processing
facility  holds  an  air  permit which  regulates  certain  combustion
equipment  and a water permit which regulates the treatment of process
wastewater.  The Harrisonburg turkey processing facility holds a water
permit  requiring  pretreatment  of  its process  wastewater  to  meet
certain effluent standards before  discharging into the regional sewer
system.   Wampler  Foods' Timberville  chicken processing  and protein
conversion facility holds a water permit which regulates the discharge
of  process wastewater and an air permit which regulates the operation
of its  protein  conversion facility,  as well  as certain  combustion
equipment.  The chicken processing facility in Alma/Stanley holds  one
water  permit which  regulates  the discharge  of process  wastewater.
Finally,  the Broadway feedmill holds  an air permit  which was issued
primarily  for the control and abatement of  dust.  In addition to the
seven environmental permits held  by Wampler Foods, WLR Foods  holds a
Virginia  Pollution  Abatement  permit  which  allows  Wampler  Foods'
Virginia facilities to  apply to land  in Virginia certain  wastewater
biosolids generated by the facilities' wastewater treatment systems.

     In West Virginia, Wampler  Foods' Moorefield facilities hold four
environmental permits, all of  which were issued by the  West Virginia
Department of Commerce, Labor &  Environmental Resources.  The chicken
processing and protein conversion facility holds  a water permit which
regulates the  discharge of process  wastewater, an  air permit  which
regulates the operation of  the Company's protein conversion facility,
and a sludge management permit regulating the land application in West
Virginia of certain wastewater biosolids generated at the Moorefield 

                                   4
<PAGE>

facilities wastewater treatment works.   The Moorefield feedmill holds
one  air permit  which  was  issued  primarily  for  the  control  and
abatement of dust.

     Wampler Foods' North Carolina facilities hold a total of thirteen
environmental  permits, all of which were issued by the North Carolina
Department  of Environment,  Health & Natural  Resources.   The Monroe
turkey processing plant holds three permits:  an industrial wastewater
discharge permit  which requires  process wastewater to  be pretreated
prior to discharge  to a  regional sewer system,  a stormwater  permit
which  regulates  stormwater  discharges,  and  an  air  permit  which
regulates boiler  emissions.   The Marshville turkey  processing plant
holds an industrial wastewater  discharge permit and stormwater permit
which  are similar  to  the counterpart  permits  held by  the  Monroe
facility.   In addition,  the Marshville  facility holds  a stormwater
permit which  regulates cooling water and  boiler blowdown discharges.
The  Wingate  feedmill  holds  a  stormwater  permit  which  regulates
stormwater discharges and an air permit which regulates emissions from
boilers, bagfilters,  and related  equipment.  The  Goldsboro feedmill
and Jones County grain elevator each hold an air permit issued for the
control and  abatement  of  dust.    Finally,  the  Goldsboro  chicken
processing  facility  holds  three environmental  permits,  a  general
stormwater  permit, an  industrial user pretreatment  permit providing
for  the pretreatment of  certain wastewater  before discharge  to the
City of  Goldsboro Control  Authority,  and an  air permit  regulating
certain combustion equipment.

     Pennsylvania facilities owned  by Wampler Foods  hold a total  of
six  environmental permits.    The Franconia  turkey processing  plant
holds five  permits:  two  water permits for the  treatment of process
wastewater,  two   air  permits  to  regulate   operation  of  certain
combustion and  incineration equipment, and one  municipal solid waste
disposal  permit for the disposal of incinerator  ash.  The New Oxford
turkey  processing  facility  holds  one air  permit  which  regulates
combustion  equipment.  All of the Pennsylvania permits were issued by
the Pennsylvania Department of Environmental Resources.

     In addition to the foregoing environmental permits, and where not
otherwise addressed above, all facilities  have taken steps to  ensure
compliance with stormwater regulations.   Where applicable, facilities
have applied  for the  necessary group,  individual  or general  storm
water  permit  in  accordance   with  state  and  federal  guidelines.
Further,  each  facility  has registered  aboveground  and underground
storage  tanks   in  accordance   with  relevant  state   and  federal
regulations.

     Management  believes  that  all  facilities  and  operations  are
currently in compliance  with environmental and  regulatory standards.
Compliance has not  had a  materially adverse effect  upon WLR  Foods'
earnings   or  competitive  position  in  the  past,  and  it  is  not
anticipated to have a materially adverse effect in the future.

Employees

     WLR Foods employed over  8,500 persons as of June 28,  1997, none
of whom were covered by a collective bargaining agreement.

Item 2.   PROPERTIES.

     WLR Foods'  eight poultry  processing facilities and  two further
processing plants are located in Virginia, West Virginia, Pennsylvania
and  North   Carolina,  and  have   a  total  slaughter   capacity  of
approximately  650,000 turkeys per week (single shift) and 3.3 million
chickens  per week (double shift, except in the Goldsboro plant, which
currently  operates a  single shift).   During  the coming  winter the
Goldsboro  plant  will move  to a  double  shift, which  will  add 0.3
million chickens per week to the Company's  capacity.   WLR Foods owns
and operates five feedmills with a production capacity of approximately
2  million  tons of finished  feed per year; a turkey hatchery  with a
production capacity of approximately 360,000 poults per week and three
chicken  hatcheries with  a production  capacity of  approximately 3.5
million chicks  per  week;  freezer  and  cold  storage  for  finished
products with approximately  5.2 million cubic  feet of capacity;  and
two  protein conversion  plants with  a total  production capacity  of
4,500  tons  of  raw  product  weekly.    The  diversity,  number  and
geographic proximity of its  processing and support facilities provide
WLR  Foods with operating flexibility and enable  it to alter the size
and mix of poultry  processed among the various facilities,  as market
conditions  change.    The  Company's  assets  are  depreciated  on  a
straight-line basis, based on the following asset lives:  

                                   5
<PAGE>

               Land Improvements             10-20 years
               Buildings & Improvements      5-20 years
               Machinery & Equipment         3-17 years
               Transportation Equipment      3-6 years

     Cassco operates public refrigerated  facilities at five locations
with  approximately  9.2 million cubic  feet.    These facilities  are
located  close to major food processors in Virginia, West Virginia and
North  Carolina.    Cassco   also  operates  seven  ice  manufacturing
facilities  in Virginia,  West Virginia  and Washington,  D.C.  with a
capacity of approximately 1,200 tons per day.

Item 3.   LEGAL PROCEEDINGS.

     On March 8, 1996, suit was filed against WLR Foods and its wholly
owned subsidiary, WLR Poultry Products, Inc., New Hope Feeds, Inc. and
Equipment  Truck  Leasing, Inc.  (collectively,  "New  Hope") and  the
principal shareholders of New Hope, by Case Foods, Inc. and its wholly
owned subsidiary,  Case Farms  of North Carolina,  Inc. (collectively,
"Case").  The suit, filed in the Burke County, North Carolina, General
Court   of  Justice,   Superior  Court   Division,  arises   from  the
September 29,  1995   acquisition  by  the  Company   of  the  chicken
processing plant,  live production assets,  and inventory of  New Hope
(the "Acquisition").

     The complaint maintains that the Acquisition was in  violation of
a right  of first refusal previously granted by New Hope to Case.  The
suit also maintains that  the Acquisition was in violation of a letter
of intent between  New Hope and Case, and in  contravention of certain
oral promises and  representations claimed  to have been  made by  New
Hope.  In addition to breach of contract and other  claims against New
Hope,   the  claims  against  WLR  Foods and  its  subsidiary  include
tortious  interference  with  contract,  tortious   interference  with
prospective advantage, and unfair  and deceptive trade practices under
North  Carolina law.    The Complaint  seeks  monetary damages  of  an
unspecified amount  from WLR Foods  and New  Hope, some  of which  are
requested to be trebled pursuant to North Carolina law.

     The Company intends to defend vigorously against  the claims made
by Case, and does not expect the litigation to have  a material effect
on the Company or  its financial statements.  Moreover,  in connection
with  the Acquisition,  the  Company entered  into an  Indemnification
Agreement with New Hope, secured by a Stock Escrow Agreement, pursuant
to which New  Hope is obligated to defend WLR  Foods, and to indemnify
WLR  Foods  for  certain  liabilities arising  from  the  Acquisition,
specifically including liabilities arising  from this litigation.  The
escrow  account currently  holds 318,332  shares of  WLR Foods  Common
Stock.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No  matters  were submitted  to the  shareholders of  the Company
during the fourth quarter of the fiscal year ended June 28, 1997.

Executive Officers of the Registrant

     The following information is given regarding WLR Foods' executive
officers.
<TABLE>

______________________________________________________________________________
<CAPTION>
Name and Position                   Principal Occupation
with the Company           Age      During the Last Five Years
______________________________________________________________________________
<S>                        <C>      <C>
James L. Keeler            62       Chief Executive Officer since February
President                           1988
Chief Executive Officer

James L. Mason <F1>        47       President of Wampler Foods since January 
Executive Vice President            1994; previously, General Manager and  
President                           President of Wampler-Longacre Turkey, Inc.
Wampler Foods, Inc.                 since April 1990

                                       6
<PAGE>

Robert T. Ritter           46       Chief Financial Officer since June 1996;
Chief Financial                     previously, Private Investor and  Financial
Officer                             Consultant; Controller and Treasurer of 
Treasurer and Secretary             American Cyanamid Co.

John J. Broaddus           47       Executive Vice President since June 1996;
Executive Vice President            previously, Vice President of Wampler      
Wampler Foods, Inc.                 Longacre, Inc. since 1994 and President
                                    of Cassco since 1990

Jane T. Brookshire         51       Vice President of Human Resources since
Vice President of                   October 1993; previously, Director of
Human Resources                     Human Resources for WLR Foods

Ruth J. Mack               42       Executive Vice President of Sales and
Executive Vice President            Marketing since May 1997; previously,
of Sales and Marketing              Executive Vice President for Marketing and
Wampler Foods, Inc.                 Sales for Just Born, Inc., Bethlehem,
                                    Pennsylvania from 1994 to 1997, and Director
                                    of Marketing for Pepsi Cola Company from
                                    1989 to 1994 

Robert W. Lauffenberger    61       Special Assistant to the President and Chief
Special Assistant to the            Executive Officer since May 1997; previously,
President and Chief                 President of Con Agra Turkey Company from 1994
Executive Officer                   to 1995, and President of Rocco Turkeys, Inc.
                                    from 1988 to 1993
_______________
<FN>
<F1>  James L. Mason is the son of Herman D. Mason, who is Vice Chairman of the
      Company's Board.

</FN>
</TABLE>
                                PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
           STOCKHOLDER MATTERS.

     Public  trading of shares of WLR Foods' common stock commenced on
May 10, 1988.   The stock was included  in NASDAQ as of  September 12,
1988, and was included in NASDAQ/National Market System as of March 7,
1989.   The range of  high and low bid  information for the  stock, as
well as  information regarding  dividends declared  by WLR  Foods, for
each full quarterly period within the  two most recent fiscal years is
incorporated by reference to  Note 12 to the Registrant's Consolidated
Financial Statements in the Annual Report, attached  hereto as Exhibit
13.3.    As   of  September 22,  1997,   the  approximate  number   of
shareholders of record was 4,000.

Item 6.   SELECTED FINANCIAL DATA.

     Selected financial data for each of the fiscal years in  the ten-
year  period ended June 28, 1997  is incorporated by  reference to the
table entitled  "Financial Highlights" in the  Annual Report, attached
hereto  as Exhibit 13.1.  A summary of significant accounting policies
and  business   acquisitions  and  dispositions  is   incorporated  by
reference  to Notes 1 and 2 to the Registrant's Consolidated Financial
Statements in the Annual Report, attached hereto as Exhibit 13.3.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS. 

     Management's discussion  and analysis of financial  condition and
results  of operations is incorporated by reference to that section in
the Annual Report, attached hereto as Exhibit 13.2.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information  required by this  Item, except for  the required
financial  statement schedule,  is  incorporated by  reference to  the
Consolidated  Financial Statements  and  Notes thereto  in the  Annual
Report,  attached hereto  as  Exhibit 13.3.    The required  financial
statement schedule is included on page 13 of this report.

                                   7
<PAGE>

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     There were  no changes  in or  disagreements with  accountants on
accounting and financial disclosure during WLR Foods'  two most recent
fiscal years or any subsequent interim period.

                               PART III

Items 10 - 13 inclusive.

     These items have  been omitted in accordance with instructions to
Form 10-K Annual Report.  The Registrant will file with the Commission
in  September 1997,  pursuant  to Regulation 14A,  a definitive  proxy
statement that will involve the election of directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under  Section 16  of the  Securities Exchange  Act of  1934, the
Company's directors, executive officers  and beneficial owners of more
than 10% of  the outstanding common stock are required to file reports
with the Securities and Exchange Commission concerning their ownership
of and transactions in common stock.  Based on copies of those reports
and related information furnished to the Company, the Company believes
that  all  such filing  requirements were  complied  with in  a timely
manner  for the fiscal year ended June 28,  1997, except that a Form 3
was  not filed for Robert W. Lauffenburger  on a timely basis upon his
becoming an  executive officer  of the  Company.  A  Form 3  was filed
promptly upon discovery of the error.


                                PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K.

(a)  Financial Statements, Financial Statement Schedules and Exhibits

Financial Statements

Consolidated Statements of Operations - Fiscal years ended
June 28, 1997, June 29, 1996 and July 1, 1995

Consolidated Balance Sheets - June 28, 1997 and June 29, 1996

Consolidated Statements of Shareholders' Equity - Fiscal years
ended June 28, 1997, June 29, 1996 and July 1, 1995 

Consolidated Statements of Cash Flows - Fiscal years ended
June 28, 1997, June 29, 1996 and July 1, 1995

Notes to Consolidated Financial Statements - Fiscal years 
ended June 28, 1997, June 29, 1996 and July 1, 1995

Financial Statement Schedules

Independent Auditors' Report on Schedules 


Schedule II - Valuation and Qualifying Accounts

Schedules not included in this Item have been omitted because they are
either   not  applicable  or  the   information  is  included  in  the
Consolidated Financial Statements or notes thereto.

(b)  Reports on Form 8-K

     No reports  on Form 8-K were filed  during the quarter ended June
28, 1997.

                                   8
<PAGE>

(c)  Exhibits

     See Exhibit Index.



       [The remainder of this page is intentionally left blank.]

                                   9
<PAGE>


SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                         WLR Foods, Inc.


                         By:______/S/ James L. Keeler________________
                              Its President & Chief Executive Officer

                              Date: September 26, 1997

     Pursuant to  the requirements of  the Securities Exchange  Act of
1934, this  report has been signed  below by the following  persons on
behalf of  the  Registrant and  in  the capacities  and on  the  dates
indicated.


                         ______/s/ James L. Keeler_____________
                              President & Chief Executive Officer

                         Date: September 26, 1997


                         ______/s/ Robert T. Ritter____________
                              Chief Financial Officer

                         Date: September 26, 1997

     Pursuant to the  requirements of the  Securities Exchange Act  of
1934, this report  has been signed below  by the following persons  on
behalf of the Registrant and in the capacities on September 26, 1997.


     Signature                     Title

____________________________________         Director
     George E. Bryan*


____________________________________         Director
     Charles L. Campbell*


____________________________________         Director
     Stephen W. Custer*


____________________________________         Director
     Calvin G. Germroth*


____________________________________         Director
     William H. Groseclose*


____________________________________         Director
     J. Craig Hott*


____/s/ James L. Keeler_____________         Director
     James L. Keeler


____________________________________         Director
     Herman D. Mason*


                                  10

<PAGE>
____________________________________         Director
     Charles W. Wampler, Jr.*


____________________________________         Director
     William D. Wampler*



*By ______/s/ Robert T. Ritter_______
     Robert T. Ritter, attorney-in-fact

                                  11

<PAGE>


     INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE


The Board of Directors and Shareholders
WLR Foods, Inc.:

Under date of August 20, 1997, we reported on the consolidated balance
sheets of  WLR Foods, Inc.  and subsidiaries as  of June 28,  1997 and
June  29, 1996, and the related consolidated statements of operations,
shareholders'  equity and cash flows  for each of  the fiscal years in
the three-year period  ended June 28, 1997,  as contained in  the June
28, 1997 annual report to shareholders.   These consolidated financial
statements and our report thereon are incorporated by reference in the
June 28,  1997 annual  report on  Form 10-K  of  WLR Foods,  Inc.   In
connection  with  our   audits  of  the  aforementioned   consolidated
financial statements, we also  audited the related financial statement
schedule as  listed in item 14(a)  of this Form 10-K.   This financial
statement schedule is the  responsibility of the Company's management.
Our  responsibility  is  to  express  an  opinion  on  this  financial
statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered  in
relation  to the  basic consolidated  financial statements taken  as a
whole, presents fairly, in all  material respects, the information set
forth therein.

                         KPMG Peat Marwick LLP

Richmond, Virginia
August 20, 1997

                                  12


<PAGE>


<TABLE>

                                       WLR FOODS, INC.
                       SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             FOR FISCAL YEARS ENDED JUNE 28, 1997, JUNE 29, 1996 and JULY 1, 1995
                                        (in thousands)

<CAPTION>
Description                            Balance at     Charged to     Charged to   Balance
                                       beginning      cost and       other        at end of
                                       of period      expenses       accounts     period

<S>                                      <C>            <C>            <C>
Fiscal year ended June 28, 1997
Allowance for Doubtful Accounts          $708           $946           $104        $1,550
                                         ----           ----           ----        ------
Total                                    $708           $946           $104        $1,550
                                         ====           ====           ====        ======

Fiscal year ended June 29, 1996
Allowance for Doubtful Accounts          $613           $297           $202          $708
                                         ----           ----           ----          ----        
Total                                    $613           $297           $202          $708
                                         ====           ====           ====          ====

Fiscal year ended July 1, 1995
Allowance for Doubtful Accounts          $360           $686           $433          $613
                                         ----           ----           ----          ----
Total                                    $360           $686           $433          $613
                                         ====           ====           ====          ====

</TABLE>
                                              13

<PAGE>

                             EXHIBIT INDEX


3.1    Articles of Incorporation of the Registrant, restated effective
       May 30,  1995, incorporated by reference to Exhibit 3.1 of Form
       10-K  filed  with the  Securities  and  Exchange Commission  on
       October 2, 1995.

3.2    Bylaws  of  the Registrant,  as  amended  on November 2,  1994,
       incorporated by  reference to  Exhibit 3.2  of Form 10-K  filed
       with the Securities and Exchange Commission on October 2, 1995.

4.1    Specimen  Stock  Certificate   incorporated  by  reference   to
       Exhibit 4 of  Form 10-K filed with the  Securities and Exchange
       Commission on September 27, 1990.

4.2    Note Agreement,  dated May 1,  1991 with Minnesota  Mutual Life
       Insurance Company,  Inc. and others,  incorporated by reference
       to  Exhibit 4.4  of Form 10-K  filed  with  the Securities  and
       Exchange Commission on September 27, 1991.

4.3    First Amendment, dated October 16, 1992, to the Note Agreement,
       dated May 1, 1991 with Minnesota Mutual Life Insurance Company,
       Inc., incorporated  by reference  to Exhibit  4.3 of  Form 10-K
       filed with the Securities and Exchange Commission on October 2,
       1995.

4.4    Agreement of the Company,  dated September 27, 1995, to furnish
       a copy of the Second Amendment, dated June 1, 1995, to the Note
       Agreement,  dated   May 1,  1991  with  Minnesota  Mutual  Life
       Insurance  Company,  Inc.  to   the  Securities  and   Exchange
       Commission  upon  its  request,  incorporated by  reference  to
       Exhibit 4.4 of Form 10-K filed with the Securities and Exchange
       Commission on October 2, 1995.

4.5    Shareholder   Protection   Rights   Agreement,   dated   as  of
       February 4,  1994, which  includes  as Exhibit A  the forms  of
       Rights Certificate  and Election  to Exercise and  as Exhibit B
       the  Form  of  Certificate  of  Designation  and  Terms of  the
       Participating  Preferred Stock  incorporated  by  reference  to
       Exhibit 1 of  Form 8-A filed  with the Securities  and Exchange
       Commission on September 30, 1993.

4.6    Agreement of the Company,  dated September 27, 1995, to furnish
       a copy of the  Note Agreement, dated June 1, 1995  with respect
       to the issuance of certain long-term debt to the Securities and
       Exchange Commission upon its request, incorporated by reference
       to  Exhibit  4.9 of  Form  10-K filed  with the  Securities and
       Exchange Commission on October 2, 1995.

4.7    Credit Agreement, dated as of January 1, 1997, with First Union
       National Bank of Virginia and others, incorporated by reference
       to  Exhibit 4.1 of Form 10-Q filed with the Securities Exchange
       Commission on May 13, 1997.

4.8    Loan Agreement, dated as  of January 1, 1997, with  First Union
       National Bank of Virginia, incorporated by reference to Exhibit
       4.2 of Form 10-Q filed with the Securities  Exchange Commission
       on May 13, 1997.

4.9    Agreement of the Company, dated  May 6, 1997, to furnish a copy
       of the Third Amendment, dated as  of March 1, 1997, to the Note
       Agreement  dated May 1,  1991, with  the Minnesota  Mutual Life
       Insurance  Company and  others,  incorporated  by reference  to
       Exhibit  4.3 of  Form 10-Q  filed with the  Securities Exchange
       Commission on May 13, 1997.

4.10   Agreement of the Company, dated May 6,  1997, to furnish a copy
       of the  First Amendment, dated as of March 1, 1997, to the Note
       Agreement dated June 1,  1995, with respect to the  issuance of
       certain long-term  debt, incorporated  by reference  to Exhibit
       4.4 of Form 10-Q filed with  the Securities Exchange Commission
       on May 13, 1997.

9.1    Voting Trust Agreement, dated September 29,  1995, incorporated
       by  reference  to  Exhibit  9.2 of  Form  10-K  filed with  the
       Securities and Exchange Commission on September 29, 1996.

10.1   Employment Agreement, dated July 4, 1993 between the Registrant
       and James L.  Keeler (Deferred Compensation  Agreement attached
       thereto as  Exhibit A),  incorporated by  reference to  Exhibit
       10.6  of  Form 10-K  filed  with  the Securities  and  Exchange
       Commission on September 30, 1993.


                                  14
<PAGE>

10.2   Amendment  to  Employment Agreement,  dated  February  4, 1994,
       between  the Registrant  and James  L. Keeler,  incorporated by
       reference   to  Exhibit 10.2  of   Form 10-Q  filed   with  the
       Securities and Exchange Commission on February 15, 1994.

10.3   Amendment to Deferred Compensation Agreement, dated February 4,
       1994,  between the Registrant and James L. Keeler, incorporated
       by  reference  to  Exhibit 10.3  of Form 10-Q  filed  with  the
       Securities and Exchange Commission on February 15, 1994.

10.4   Amendment, dated  June 27, 1995, to  Employment Agreement dated
       July 4, 1993,  between  the  Registrant  and  James L.  Keeler,
       incorporated by  reference to Exhibit  10.4 of Form  10-K filed
       with the  Securities and  Exchange Commission on  September 29,
       1996.

10.5   Executive Cash  Bonus  Program, incorporated  by  reference  to
       Exhibit  10.7  of  Form 10-K  filed  with  the  Securities  and
       Exchange Commission on September 30, 1993.

10.6   Long-Term Incentive Plan, as amended, incorporated by reference
       to  Exhibit 28  to  Post-Effective  Amendment   Number  One  to
       Form S-8 (No. 33-27037), filed with the Securities and Exchange
       Commission on November 18, 1992.

10.7   Severance   Agreement,  dated  February 4,   1994  between  the
       Registrant and  James L. Keeler,  incorporated by  reference to
       Exhibit  10.4  of  Form  10-Q  filed with  the  Securities  and
       Exchange Commission on February 15, 1994.

10.8   Severance  Agreement,  dated   February 4,  1994,  between  the
       Registrant  and James L.  Mason, incorporated  by  reference to
       Form 10-Q/A filed with  the Securities and  Exchange Commission
       on February 23, 1994.

10.9   Severance Agreement, dated June 20, 1996 between the Registrant
       and John J. Broaddus, incorporated by reference to Exhibit 10.9
       of Form 10-K filed with the SEC on September 29, 1996.

10.10  Deferred Compensation Agreement, dated February 4, 1994 between
       the  Registrant  and  Charles W. Wampler,  Jr.  incorporated by
       reference  to   Exhibit  10.9  of  Form  10-Q  filed  with  the
       Securities and Exchange Commission on February 15, 1994.

10.11  Deferred Compensation Agreement, dated February 4, 1994 between
       the Registrant and Herman D. Mason incorporated by reference to
       Exhibit  10.10  of Form  10-Q  filed  with  the Securities  and
       Exchange Commission on February 15, 1994.

10.12  Amendment  to Deferred  Compensation Agreement,  dated July 25,
       1996  between the Registrant and  Herman D. Mason, incorporated
       by  reference  to Exhibit  10.13  of Form  10-K filed  with the
       Securities and Exchange Commission on September 29, 1996.

10.13  Deferred  Compensation  Agreement,   dated  February 4,   1994,
       between  the Registrant  and George E.  Bryan, incorporated  by
       reference  to  Exhibit  10.11  to  Form  10-Q  filed  with  the
       Securities and Exchange Commission on February 15, 1994.

10.14  Deferred  Compensation  Agreement,   dated  February 4,   1994,
       between the Registrant and William D.  Wampler, incorporated by
       reference  to  Exhibit  10.12  of  Form  10-Q  filed  with  the
       Securities and Exchange Commission on February 15, 1994.

10.15  1995  Nonqualified Deferred Compensation  Plan, incorporated by
       reference to Exhibit  10.16 of Form 10-K filed  with the SEC on
       September 29, 1996.

10.16  Amendment  No.   One  to   1995  Deferred  Compensation   Plan,
       incorporated by reference  to Exhibit 10.17 of  Form 10-K filed
       with the SEC on September 29, 1996.

10.17  Severance Agreement, dated June 20, 1996 between the Registrant
       and Robert T. Ritter.

10.18  Severance Agreement, dated May  13, 1997 between the Registrant
       and Jane T. Brookshire.

10.19  Severance  Agreement,  dated  February  4,  1994  between   the
       Registrant and Henry L. Holler.

10.20  Trust Under WLR Foods, Inc.  Nonqualified Deferred Compensation
       Plan, incorporated by  reference to Exhibit 10.18  of Form 10-K
       filed with the SEC on September 29, 1996.

                                  15
<PAGE>


10.21  Description of  Plan to Issue Stock  for Director Compensation,
       incorporated by reference to  Exhibit 10.19 of Form 10-K  filed
       with the SEC on September 29, 1996.
                                          
13.1   Financial highlights, from  the Registrant's  Annual Report  to
       Shareholders for the fiscal year ended June 28, 1997.

13.2   Management's  Discussion  and Analysis,  from  the Registrant's
       Annual Report  to Shareholders for  the fiscal year  ended June
       28, 1997.

13.3   Consolidated  Financial Statements  and  Notes to  Consolidated
       Financial Statements,  from the  Registrant's Annual Report  to
       Shareholders for the fiscal year ended June 28, 1997.

13.4   Independent   Auditor    Report    on  Consolidated   Financial
       Statements, from the Registrant's Annual Report to Shareholders
       for the fiscal year ended June 28, 1997.

21     List of Subsidiaries of the Registrant.

23     Consent of Independent Certified Public Accountants.

24     Power of Attorney.

27     Financial Data Schedule.



                                  16

<PAGE>