Exhibit 2.3


                          Wampler Foods, Inc.
                           Term Credit Note

                                                     Chicago, Illinois
$10,000,000                                     November 20, 1998

     For Value Received, the undersigned, Wampler Foods, Inc., a
Virginia corporation (the "Company"), hereby promises to pay to the
order of Harris Trust and Savings Bank (the "Lender"), at the
principal office of Harris Trust and Savings Bank in Chicago,
Illinois, the principal sum of Ten Million Dollars ($10,000,000) or,
if less, the aggregate unpaid principal amount of such Lender's pro
rata share of the Term Loan made to the Company under the Term Credit
provided for under the Credit Agreement hereinafter identified and
defined and remaining unpaid on November 20, 2001, together with
interest on the principal amount of such Term Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on
the dates specified in said Credit Agreement.

     This Note evidences a loan constituting part of a "Domestic Rate
Portion" or a "LIBOR Portion" as such terms are defined in that
certain Credit Agreement dated as of November 20, 1998, by and among
the Company, WLR Foods, Inc., certain of its Subsidiaries, Harris
Trust and Savings Bank, individually and as Agent thereunder, and the
other Lenders which are now or may from time to time hereafter become
parties thereto (said Credit Agreement, as the same may be amended,
modified or restated from time to time, being referred to herein as
the "Credit Agreement") made to the Company by the Lender under the
Term Credit provided for under the Credit Agreement, and the Company
hereby promises to pay interest at the office specified above on each
loan evidenced hereby at the rates and at the times and in the manner
specified therefor in the Credit Agreement.

     The loan made under the Term Credit provided for in the Credit
Agreement by the Lender to the Company against this Note, any
repayment of principal hereon, the status of each such loan from time
to time as part of the Domestic Rate Portion or a LIBOR Portion and,
in the case of any LIBOR Portion, the interest rate and Interest
Period applicable thereto shall be endorsed by the holder hereof on a
schedule to this Note or recorded on the books and records of the
holder hereof (provided that such entries shall be endorsed on a
schedule to this Note prior to any negotiation hereof).  The Company
agrees that in any action or proceeding instituted to collect or
enforce collection of this Note, the entries so endorsed on a schedule
to this Note or recorded on the books and records of the holder hereof
shall be prima facie evidence of the unpaid balance of this Note and
the status of such loan from time to time as part of the Domestic 
Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion,
the interest rate and Interest Period applicable thereto.

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     This Note is issued by the Company under the terms and provisions
of the Credit Agreement and is secured by, among other things, the
Collateral Documents, and this Note and the holder hereof are entitled
to all of the benefits and security provided for thereby or referred
to therein, to which reference is hereby made for a statement thereof.

     This Note may be declared to be, or be and become, due prior to
its expressed maturity, voluntary prepayments may be made hereon, and
certain prepayments are required to be made hereon, all in the events,
on the terms and with the effects provided in the Credit Agreement. 
All capitalized terms used herein without definition shall have the
same meanings herein as such terms are defined in the Credit
Agreement.

     The Company hereby promises to pay all costs and expenses
(including attorneys' fees) suffered or incurred by the holder hereof
in collecting this Note or enforcing any rights in any collateral
therefor.  The Company hereby waives presentment for payment and
demand.  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.


                                        Wampler Foods, Inc.



                                        By:__/S/ Dale S. Lam__
                                        Name:__Dale S. Lam__
                                        Title:__Treasurer__
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