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 27, 1998
                                  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

Securities 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.   __X__

The aggregate value of the voting stock held by non-affiliates of the
registrant as of September 22, 1998 was approximately $103,372,786. 
As of that date 16,453,145 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 (R) 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 70 countries.  In 1998, WLR was ranked the third largest
turkey producer by Turkey World magazine, the thirteenth largest
chicken producer by Broiler Industry, and the seventh largest poultry
company by Poultry magazine.  Company sales for fiscal 1998 were $946
million, including approximately $393 million of chicken products and
$457 million of turkey products, and representing approximately 561
million pounds of chicken and 510 million pounds of turkey.  Remaining
sales were comprised of feed, 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 nationwide, but primarily in the eastern United States.  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 1998.
                                       2
<PAGE>
      
     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.

     During fiscal 1998, the Company operated a cold storage and ice
manufacturing business through its Cassco Ice and Cold Storage, Inc.
(Cassco) subsidiary, which generated sales of $29 million.  In July
1998, the Company sold its Cassco subsidiary, and also completed the
sale of its Goldsboro, North Carolina chicken complex.  The volume
lost from the sale of the Goldsboro complex will be replaced at the
Marshville, North Carolina complex, which is currently being converted
from turkey to chicken processing.

Poultry Production

     WLR Foods' primary operations include the breeding, hatching,
grow-out and processing of turkeys and chickens.  For fiscal 1998, WLR
Foods produced approximately 535 million pounds of dressed turkey and
644 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 61% 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.

     After hatching and vaccination, poults and chicks are transported
to one of WLR Foods' approximately 800 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-
                                       3
<PAGE>

owned feedmills and provides grower support through WLR Foods'
technicians and veterinarians.

     Grow-out and breeder farms provide WLR Foods with more than 53
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 four
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 seven 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.

Processing, Distribution and Other

     WLR Foods' distribution business included fresh poultry, beef,
and other meat products purchased from third parties for resale, along
with certain products produced by the Company.  This distribution
business is being discontinued during the first quarter of fiscal 1999
and management feels that there will be no significant impact on
operating performance.  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.
                                       4
<PAGE>
      
     The following table approximates sales revenues from WLR Foods'
products for the last three fiscal years.

                    Fiscal 1998    Fiscal 1997    Fiscal 1996
(Dollars in         -----------    -----------    -----------
 Millions)
Chicken, fresh
and frozen               $393           $400           $380
Turkey, fresh
and frozen                457            490            485
Distribution, Feed
and Other                  96            105            113
                         ----           ----           ----
Total Net Sales          $946           $995           $978
                         ====           ====           ====

Competition

     The poultry industry is highly competitive.  WLR Foods markets
its products in competition with both 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

     The Company's Wampler Foods subsidiary markets products under the
trademarks WAMPLER FOODS and WAMPLER FOODS and design, both of which
are registered with the U.S. Patent and Trademark Office.  Wampler
Foods continues to market its products under the trademarks TRIM FREE,
                                       5
<PAGE>

COLONY FARMS, 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, KAFETERIA KIT and VALLEY
PRIDE marks.  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.  

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

Government Contracts

     WLR Foods' government contracts are a small portion 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 $5.1 million of governmental
contracts outstanding as of June 27, 1998, compared to approximately
$0.5 million as of June 28, 1997.

Foreign Sales 

     WLR Foods' export sales constituted approximately 10% of its
total annual sales in each of fiscal 1998, 1997 and 1996.  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 70 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,
                                       6
<PAGE>

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 gains or losses from hedging transactions become part of the cost
of the related inventory items and are expensed during the time period
for which the hedge was intended.

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 land apply 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 biosolids management permit regulating the land application in
                                       7
<PAGE>

West Virginia of certain wastewater biosolids generated at the
Moorefield 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 eight
environmental permits, all of which were issued by the North Carolina
Department of Environment, Health & Natural Resources.  The Monroe
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 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.

     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.
                                       8
<PAGE>

Employees

     WLR Foods employed over 7,350 persons as of June 27, 1998, none
of whom were covered by a collective bargaining agreement.


Item 2.   PROPERTIES.

     WLR Foods' seven 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 550,000 turkeys per week (single shift) and 3.65 million
chickens per week (double shift).  WLR Foods owns and operates four
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; 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:

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


Item 3.   LEGAL PROCEEDINGS.

     There were no material pending legal proceedings during the
fiscal year ended June 27, 1998, other than ordinary routine
litigation incidental to the Company s business.


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 27, 1998.
                                       9
<PAGE>

Executive Officers of the Registrant

     The following information is given regarding WLR Foods' executive
officers.
_________________________________________________________________
Name and Position             Principal Occupation
with the Company         Age  During the Last Five Years
_________________________________________________________________

James L. Keeler          63   Chief Executive Officer since
President,Chief               February 1988
Executive Officer

Jane T. Brookshire       52   Vice President of Human Resources Vice
President of                  since October 1993; previously, Human
Resources                     Director of Human Resources for WLR
                              Foods

Dale S. Lam              35   Vice President of Finance and
Vice President of             Treasurer since August 1998;
Finance and Treasurer         previously, Controller for WLR
                              Foods from December 1997 to August
                              1998, and Co-owner and Treasurer of
                              Office Products, Inc. from 1989 to
                              October 1997


Ruth J. Mack             43   Executive Vice President of Sales
Executive Vice President      and Marketing since May 1997;
of Sales and Marketing        previously, Executive Vice
Wampler Foods, Inc.           President for Marketing and Sales
                              for Just Born, Inc., Bethlehem,
                              Pennsylvania from 1994 to 1997, and
                              Director of Marketing for Pepsi
                              Cola Company from 1989 to 1994

Ronald E. Morris         45   Vice President of Turkey Operations
Vice President of Turkey      for Wampler Foods, Inc. since
Operations for Wampler        November 1997; previously, Complex
Foods, Inc.                   Manager for Marshville, North
                              Carolina Turkey Complex for Wampler
                              Foods, Inc. from 1996 to 1997,
                              Complex Manager for Butterball from
                              1994 to 1996 and General Manager of
                              Rocco Turkeys, Inc. from 1987 to
                              1994

Walter F. Shafer, III    40   Vice President of Chicken 
Vice President of Chicken     Operations for Wampler
Operations for Wampler        Foods, Inc. since November 1997;
Foods, Inc.                   previously, Director of Chicken 
                              Operations for Wampler Foods, Inc.
                                       10
<PAGE>

                              from 1996 to 1997, Director of
                              Chicken Processing for Wampler
                              Foods, Inc. from 1995 to 1996, and
                              Plant Manager of Moorefield Chicken
                              Operations for Wampler Foods, Inc.
                              from 1991 to 1995


                                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 15 to the Registrant's Consolidated
Financial Statements in the Annual Report, attached hereto as Exhibit
13.3.  As of September 4, 1998, the approximate number of shareholders
of record was 4040.


Item 6.   SELECTED FINANCIAL DATA.

     Selected financial data for each of the fiscal years in the ten-
year period ended June 27, 1998 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.<PAGE>

     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 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
          RISKS

     Market risks relating to the Company's operations result
primarily from changes in interest rates and commodity prices.  To
                                       11
<PAGE>

address these risks, the Company enters into various hedging
transactions as described below.  The Company does not use financial
instruments for trading purposes and is not party to any leveraged
derivatives.

Interest Rate Sensitivity
     The Company hedges exposures to changes in interest rates on
certain of its financial instruments.  Under the terms of various term
and revolving credit loans, the Company enters into interest rate swap
agreements to effectively lock in a fixed interest rate for a portion
of these borrowings.  In addition, the Company enters into interest
rate cap agreements to effectively limit the Company's exposure to
increases in interest rates.

     The table below provides information about the Company's
derivative financial instruments and other financial instruments that
are sensitive to changes in interest rates.  For debt obligations, the
table presents principal cash flows and related weighted average
interest rates by expected maturity dates.  For interest rate swaps,
the table presents notional amounts and weighted average interest
rates by expected (contractual) maturity dates.  Notional amounts are
used to calculate the contractual payments to be exchanged under the
contract.

                                   Expected Maturity Date
                              -----------------------------------
Liabilities:
Dollars in thousands          1999      2000      2001      2002
--------------------          ----      ----      ----      ----
Liabilities:
Long-term debt, including
  Current Portion
   Fixed Rate                 $235      $213      $220      $232
    Average interest rate     6.11%     6.12%     6.12%     6.11%
 
   Variable Rate            $3,217   $191,101     $758      $662
    Average interest rate     9.91%     10.74%    7.05%     7.08%

Interest Rate Derivatives
Dollars in thousands          1999      2000      2001      2002
-------------------------     ----      ----      ----      ----
Interest Rate Swaps
  Variable to Fixed           $ -    $50,000      $ -       $ -
   Average pay rate             -       6.26%       -         -
   Average receive rate - USD 1 month Libor


Interest Rate Cap             $ -    $75,000      $ -       $ -
  Average pay rate              -       6.50%       -         -
  Average receive rate - USD 1 month Libor
                                       12
<PAGE>
                                   Expected Maturity Date
                              ------------------------------
Liabilities:                            There-            Fair
Dollars in thousands          2003      after     Total   Value
--------------------          ----      ------    -----   -----
Liabilities:
Long-term debt, including
 Current Portion
  Fixed Rate                  $107      $162      $1,169   $1,169
   Average interest rate      6.24%     6.16%       6.13%

  Variable Rate               $550      $223    $196,511 $196,511    
Average interest rate         7.21%     8.99%      10.68%


Interest Rate Derivatives               There-            Fair
Dollars in thousands          2003      after     Total   Value
-------------------------     ----      ------    -----   -----
Interest Rate Swaps
  Variable to Fixed           $ -       $ -       $50,000 $(209)
   Average pay rate             -         -        6.26%
   Average receive rate - USD 1 month Libor


Interest Rate Cap             $ -       $ -       $75,000   $31
  Average pay rate              -         -         6.50%     
  Average receive rate - USD 1 month Libor


Commodity Price Sensitivity
     The Company is a purchaser of certain commodities, primarily corn
and soybeans.  The Company uses commodity futures for hedging purposes
to reduce the effect of changing commodity prices on a portion of its
commodity purchases.  The contracts that effectively meet risk
reductions and correlation criteria are recorded using hedge
accounting.  Gains and losses on hedge transactions are recorded as a
component of the underlying inventory purchase.

     The following table provides information about the Company's
corn, soybean meal and other feed ingredient inventory and futures
contracts that are sensitive to changes in commodity prices.  For
inventory, the table presents the carrying amount and fair value at
June 27, 1998.  For the furtures contracts, the table presents the
notional amounts in bushels, the weighted average contract prices, and
the total dollar contract amount by expected maturity dates, the
latest of which occurs in March 1999.  Contract amounts are used to
calculate the contractual payments and quantity of corn and soybean
meal to be exchanged under the futures contracts.

On Balance Sheet Commodity Position
 and Related Derivatives                Carrying       Fair
Dollars in thousands                    Amount         Value                    
-----------------------------------     --------       -----
                                       13
<PAGE>

Corn, Soybean Meal and Other Feed
  Ingredient Inventory                  11,009         11,009


                                        Expected
                                        Maturity       Fair
Related Derivatives                     1999           Value
-------------------------------         --------       -----
Corn Futures Contracts
  Contract Volumes (100,000 bushels)        11
  Weighted Average Price (per bushel)     2.67          2.64
  Contract Amount (dollars in thousands) 2,942         2,906
    

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 18 of this report.


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 1998, 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
                                       14
<PAGE>

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 27, 1998.


                                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 27,
1998, June 28, 1997 and June 29, 1996

Consolidated Balance Sheets - June 27, 1998 and June 28, 1997

Consolidated Statements of Shareholders' Equity - Fiscal years
ended June 27, 1998, June 28, 1997 and June 29, 1996

Consolidated Statements of Cash Flows - Fiscal years ended June 27,
1998, June 28, 1997 and June 29, 1996

Notes to Consolidated Financial Statements - Fiscal years
ended June 27, 1998, June 28, 1997 and June 29, 1996

Independent Auditors' Report

Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

Independent Auditors' Report on Schedule

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

     Reporting date June 23, 1998.  Item Reported - Item 5. Other
Events.  WLR Foods, Inc. reported the appointment to the Board of
Directors of Katherine K. Clark, Chief Executive Officer of Landmark
Communications, and the approval of a new three-year contract with
James L. Keeler as President and Chief Executive Officer.
                                       15
<PAGE>

(c)  Exhibits

     See Exhibit Index.



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

                                       16
<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 25, 1998

     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 25, 1998


                              __/S/Dale S. Lam_______________
                              Treasurer and Vice President of
                              Finance

                         Date: September 25, 1998

     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 25, 1998.


     Signature                     Title
     ---------                     -----


__________________________         Director
     Keith E. Alessi*


__________________________         Director
     George E. Bryan*
                                       17
<PAGE>

      
__________________________         Director
     Charles L. Campbell*


__________________________         Director
     Katherine K. Clark*


__________________________         Director
     Stephen W. Custer*


__________________________         Director
     Calvin G. Germroth*


__________________________         Director
     William H. Groseclose*


__________________________         Director
     J. Craig Hott*


__________________________         Director
     James L. Keeler*


__________________________         Director
     Herman D. Mason*


__________________________         Director
     Charles W. Wampler, Jr.*


__________________________         Director
     William D. Wampler*



*By __/S/ Dale S. Lam_____________
     Dale S. Lam, attorney-in-fact
                                       18
<PAGE>

 <TABLE>

                                   WLR FOODS, INC.
   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR FISCAL YEARS ENDED
                  JUNE 27, 1998, JUNE 28, 1997 AND JUNE 29, 1996
                                   (in thousands)
<CAPTION>
Description             Balance at  Charged to  Deductions-  Balance at
                        beginning   cost and    accounts     end of period
                        of period   expenses    charged off
<S>                     <C>          <C>        <C>          <C>
Fiscal year ended
June 27, 1998 Allowance
for Doubtful Accounts   $1,550       $828       $863         $1,515
                        ------       ----       ----         ------
Total                   $1,550       $828        $863        $1,515
                        ======       ====        ====        ======


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
                        ====        ====        ====          ====
</TABLE>
                                       19
<PAGE>
      
     INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE


The Board of Directors and Shareholders
WLR Foods, Inc:

Under date of August 18, 1998, we reported on the consolidated balance
sheets of WLR Foods, Inc. and subsidiaries as of June 27, 1998, and
June 28, 1997 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 27, 1998, as contained in the June
27, 1998 annual report to shareholders.  These consolidated financial
statements and our report thereon are incorporated by reference in the
June 27, 1998 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 18, 1998
                                       20
<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  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.

4.3  Revolving Credit Agreement, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.1 of Form 10-Q filed
     with the Securities and Exchange Commission on May 11, 1998.

4.4  Form of Revolving Credit Note, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.2 of Form 10-Q, filed with
     the Securities and Exchange Commission on May 11, 1998.

4.5  Term Loan Agreement, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.3 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998.

4.6  Form of Term Note, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.4 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998.

4.7  Warrant Holders Rights Agreement, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.5 of Form 10-Q, filed with
     the Securities and Exchange Commission on May 11, 1998.

4.8  Form of Warrant to Purchase Common Stock at $0.1 Per Share,
     incorporated by reference to Exhibit 2.6 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998.
                                       21
<PAGE>

4.9  Security Agreement, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.7 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998,
     incorporated by reference to Exhibit 2.2 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998.
                                                                 
4.10 WLR Foods, Inc. Pledge Agreement, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.8 of Form 10-Q, filed with
     the Securities and Exchange Commission on May 11, 1998.

4.11 Wampler Foods, Inc. Pledge Agreement, dated as of February 25,
     1998, incorporated by reference to Exhibit 2.9 of Form 10-Q,
     filed with the Securities and Exchange Commission on May 11,
     1998.

4.12 Note Purchase Agreement, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.10 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998.

4.13 Form of Variable Rate Note, dated as of February 25, 1998,
     incorporated by reference to Exhibit 2.11 of Form 10-Q, filed
     with the Securities and Exchange Commission on May 11, 1998.

4.14 Form of Subsidiaries Guaranty Agreement, dated as of February 25,
     1998, incorporated by reference to Exhibit 2.12 of Form 10-Q,
     filed with the Securities and Exchange Commission on May 11,
     1998.

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 June 23, 1998 between the Registrant
     and James L. Keeler (Deferred Compensation Agreement attached
     thereto as Exhibit A).

10.2 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.

10.3 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.

10.4 Severance Agreement, dated February 4, 1994 between the
     Registrant and James L. Keeler, incorporated by reference to
                                       22
<PAGE>

     Exhibit 10.4 of Form 10-Q filed with the Securities and
     Exchange Commission on February 15, 1994.

10.5 Severance Agreement, dated May 13, 1997 between the Registrant
     and Jane T. Brookshire, incorporated by reference to Exhibit
     10.18 of Form 10-K filed with the Securities and Exchange
     Commission on September 26, 1997.

10.6 Severance Agreement, dated January 12, 1998 between the
     Registrant and Dale S. Lam.

10.7 Severance Agreement, dated May 13, 1997 between the Registrant
     and Ruth J. Mack.

10.8 Severance Agreement, dated February 6, 1998 between the
     Registrant and Ronald E. Morris.

10.9 Severance Agreement, dated February 6, 1998 between the
     Registrant and Walter F. Shafer, III.

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.
                                       23
<PAGE>

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 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.

10.18 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 27, 1998.

13.2 Management's Discussion and Analysis, from the Registrant's
     Annual Report to Shareholders for the fiscal year ended June
     27, 1998.

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 27, 1998.

13.4 Independent Auditor Report on Consolidated Financial
     Statements, from the Registrant's Annual Report to
     Shareholders for the fiscal year ended June 27, 1998.

21   List of Subsidiaries of the Registrant.

23   Consent of Independent Certified Public Accountants.

24.1 Power of Attorney.

24.2 Power of Attorney.

27   Financial Data Schedule.
                                       24
<PAGE>