Exhibit 10.18






                                May 13, 1997



Mrs. Jane T. Brookshire
Vice President of Human Resources
WLR Foods, Inc.
Post Office Box 7000
Broadway, Virginia  22815-7000

Dear Mrs. Brookshire:

     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, <PAGE>
 


would constitute  a Change  in Control,  you agree  that you  will not
leave the employ of the Company  (other than as a result of Disability
or  upon Retirement, as such  terms are hereinafter  defined) and will
render  the services  contemplated in the  recitals to  this Agreement
until such Change in Control offer has been abandoned or terminated or
a Change in Control has occurred.  For the purposes of this Agreement,
Retirement shall  mean a termination of  your employment by you  on or
after you have reached age sixty-five (65) and have completed at least
five (5) years of service for the Company (including any service for a
predecessor of the Company  where such prior service is  recognized by
the Company for the purpose of awarding other benefits).  For purposes
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, 1997;
provided, however, that commencing on January 1, 1998 and each January
1 thereafter, the term of this Agreement shall automatically be

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 2

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

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

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

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

          (iii)     Approval by  the shareholders of the  Company of a
reorganization,  merger   or  consolidation,  unless,  in   each  case
following such reorganization, merger  or consolidation, (a) more than
sixty percent  (60%) of, respectively, the then  outstanding shares of
common stock  of the  corporation resulting from  such reorganization,
merger  or consolidation  and the  combined voting  power of  the then
outstanding  voting securities  of such  corporation entitled  to vote
generally in  the election of  directors is  then beneficially  owned,
directly or indirectly, by all or substantially all of the individuals
and  entities who  were the  beneficial owners,  respectively,  of the
Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
Securities  immediately   prior  to  such  reorganization,  merger  or
consolidation in substantially the same proportions as their ownership
immediately prior to such  reorganization, merger or consolidation, of
the Outstanding  Company Common  Stock and Outstanding  Company Voting
Securities, as the case may be,  (b) no Person (excluding the Company,
any  employee  benefit plan  (or related  trust) of  the Company  or a
corporation   resulting   from   such   reorganization,    merger   or
consolidation)  beneficially owns, directly or indirectly, thirty-nine
percent (39%) or more of, respectively, the then outstanding shares of
common stock  of the  corporation resulting from  such reorganization,
merger  or  consolidation or  the combined  voting  power of  the then
outstanding  voting securities  of such  corporation entitled  to vote
generally in the election of directors, and (c) at least a majority of

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 3

the members of  the board  of directors of  the corporation  resulting
from such reorganization, merger or  consolidation were members of the
Incumbent Board at the time of the execution  of the initial agreement
providing for such reorganization, merger or consolidation; or

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

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

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

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

          (ii) Cause.   Termination by the Company  of your employment
for  "Cause" shall mean termination upon (a) the willful and continued
failure by you to  perform substantially your duties with  the Company
(other than any  such failure  resulting from your  incapacity due  to
physical or  mental illness)  after a written  demand for  substantial
performance  is delivered  to you  by  the Chairman  of  the Board  or
President of  the Company which specifically  identifies the manner(s)
in which  such  executive believes  that  you have  not  substantially
performed  your duties, or (b) the  willful engaging by you in illegal
conduct which is materially and demonstrably injurious to the Company.
For  purposes of this  paragraph (ii), no  act, or failure  to act, on  
your part shall  be considered "willful" unless done, or  failed to be
done, by you in bad faith and without reasonable belief that your 

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 4

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  
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 

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 5

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,
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,

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 6

but which have not yet been paid to you.  Thereupon the Company  shall
have no further obligations to you under this Agreement.

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

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

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

          For the purposes  of this Agreement, the  term "base salary"
shall include  any amounts deducted by the Company with respect to you
or  for  your  account pursuant  to  Sections 125  and  401(k) of  the
Internal Revenue Code of 1986, as amended (the "Code").

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

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

          (v)  If,  within thirty-six  (36) months  after a  Change in
Control of the Company has occurred, your employment by the Company is
terminated (a) by the Company  other than for Cause or  Disability, or
(b) by you for Good  Reason, then the Company  shall maintain in  full
force and effect, for the continued benefit of you and your dependents
for a period terminating on the earliest of  (a) three (3) years after
the Date of  Termination or  (b) the commencement  date of  equivalent
benefits  from  a  new  employer, insured  and  self-insured  employee
welfare benefit  Plans  in  which you  were  entitled  to  participate
immediately  prior to  the  Date of  Termination,  provided that  your
continued  participation  is  possible  under the  general  terms  and
provisions  of such Plans (and  any applicable funding  media) and you
continue to pay  an amount  equal to your  regular contribution  under  
such Plans for such participation.  If three (3) years  after the Date
of Termination you have not previously received, nor are then 


<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 7

receiving, equivalent benefits from a  new employer, the Company shall
offer  you  continuation  coverage  under COBRA  as  prescribed  under
Section 4980B of  the Code.   At the  expiration of such  continuation
coverage  (or, if COBRA continuation coverage is not applicable to the
Plan, then upon the expiration of the three (3) year period  beginning
on the  Termination Date), the Company shall arrange, at its sole cost
and  expense,  to  enable you  to  convert  you  and your  dependents'
coverage under such plans to individual policies and programs upon the
same terms as employees of the Company may apply for such conversions.
In the event  that your participation in any such  Plan is barred, the
Company,  at its sole cost  and expense, shall  arrange to have issued
for  the benefit  of you  and your  dependents individual  policies of
insurance providing  benefits substantially  similar (on an  after-tax
basis)  to those  which  you otherwise  would  have been  entitled  to
receive  under such Plans pursuant  to this paragraph (v)  or, if such
insurance is not available  at a reasonable  cost to the Company,  the
Company  shall   otherwise  provide  you  and   your  dependents  with
equivalent  benefits  (on  an after-tax  basis).    You  shall not  be
required to  pay any premiums  or other  charges in an  amount greater
than that  which you would have  paid in order to  participate in such
Plans.

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

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

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

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 8


          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
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

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 9

terms of this Agreement to your devisee, legatee or other designee or,
if no such designee exists, to your estate.

          (iii)     For  purposes of  this  Agreement,  the  "Company"
shall include any subsidiaries  of the Company and any  corporation or
other entity which is the surviving or continuing entity in respect of  
any merger, consolidation or form of business combination in which the
Company  ceases   to  exist;   provided,  however,  for   purposes  of
determining  whether a Change in Control has occurred herein, the term
"Company" shall refer to WLR Foods, , Inc. or its successor(s).

     7.   Fees and Expenses; Mitigation.

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

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

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

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

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

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

     12.  Governing  Law  and  Venue.  The  validity,  interpretation,
construction and  performance of this  Agreement shall be  governed by
the laws of the  Commonwealth of Virginia.   Venue for any  proceeding
related  to the performance or interpretation of this Agreement, or in
any  way arising out  of this Agreement,  shall be  either the Circuit
Court  of Rockingham County,  Virginia, or the  United States District
Court for the Western District of Virginia, Harrisonburg Division.

<PAGE>

Mrs. Jane T. Brookshire
May 13, 1997
Page 10


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

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

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

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

                              Sincerely,

                              WLR Foods, Inc.


                              By___/s/ Herman D. Mason ____________
                                   Herman D. Mason, Chair  


                                   Executive Compensation Committee
                                   WLR Foods, Inc.


Agreed to this _30_ day of __May____, 1997


__/s/ Jane T. Brookshire______________
Jane T. Brookshire 

______________________________________

______________________________________