Exhibit 10.19








                           February 4, 1994




Henry L. Holler
Vice President of Sales and Marketing
Wampler Foods, Inc.
P.O. Box 7275
Broadway, Virginia 22815

Dear Mr. Holler:

     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

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predecessor of the Company  where such prior service is  recognized by
the Company for the purpose of awarding other benefits).  For purposes
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, 1994;
provided, however, that commencing on January 1, 1995 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 twenty-four (24)
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
generally in  the election of  directors is  then beneficially  owned,
directly or indirectly, by all or substantially all of the individuals

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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 twenty-four (24) 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).

          (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 

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<PAGE>
(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
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 

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<PAGE>

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,
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,

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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 twenty-
four (24)  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 one and one-half (1.5)
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
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  twenty-four (24)  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

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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  twenty-four (24)  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) one and one-half (1.5)
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 one  and one-half (1.5) years
after  the Termination Date, 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  one and  one-half (1.5)  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.

          (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 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 

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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
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 

                                   8

<PAGE>

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  subsidiary 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
Company ceases to  exist; provided, however, for purposes of determing
whether  a Change in Control  has occured herei;n,  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.


                                   9

<PAGE>

          (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
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

                                  10

<PAGE>

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. 

          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 __4__ day of _February______, 1994.


_____/s/ Henry L. Holler__________
Henry L. Holler

______________________________________

______________________________________

                                  11
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