UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION


                        Washington, D.C.  20549

                               FORM 10-Q

(Mark One)

[X]  QUARTERLY   REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES AND EXCHANGE ACT OF 1934
     For the quarterly period ended September 27, 1997

          OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from ________ to _________

                    COMMISSION FILE NUMBER 0-17060

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

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

                             P.O. Box 7000
                       Broadway, Virginia  22815
              (Address including Zip Code of Registrant's
                     principal executive offices)

                            (540) 896-7001
         (Registrant's telephone number, including area code)

Indicate  by cross  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.  Yes (X) No ()

The  number of shares outstanding of Registrant's Common Stock, no par
value, at November 6, 1997 was 16,290,095 shares.


<PAGE>
                       PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements   
<TABLE>

                          WLR FOODS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
(unaudited)                                               Thirteen weeks ended
In thousands, except per share data                   SEPTEMBER 27,   SEPTEMBER 28,
                                                           1997           1996

<S>                                                         <C>            <C>
Net sales                                                   $251,552       $272,135
Cost of sales                                                229,324        258,503 
                                                            --------       -------- 
   Gross profit                                               22,228         13,632 
Selling, general and administrative expenses                  25,269         23,242 
                                                            --------       -------- 
   Operating loss                                             (3,041)        (9,610)
Other expense (income):
   Interest expense                                            4,367          3,080 
   Miscellaneous expense (income)                               (554)            36 
                                                            --------       -------- 
   Other expense                                               3,813          3,116 
                                                            --------       -------- 
Loss before income taxes and minority interest                (6,854)       (12,726)
Income tax benefit                                            (2,468)        (4,644)
Minority interest in net earnings of consolidated
  subsidiary                                                      66             13 
                                                            --------       -------- 
NET LOSS                                                     ($4,452)       ($8,095)
                                                              ======         ====== 
NET LOSS PER COMMON SHARE                                     ($0.27)        ($0.46)

AVERAGE COMMON SHARES OUTSTANDING                             16,242         17,697 

CASH DIVIDENDS DECLARED PER COMMON SHARE (Note 5)                 --             -- 

See accompanying Notes to Consolidated Financial Statements.
</TABLE>




                                          2
<PAGE>

<TABLE>

                       WLR FOODS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<CAPTION>
Dollars in thousands
                                                   September 27,   June 28,
                                                        1997         1997
ASSETS                                              (unaudited)
<S>                                                     <C>          <C>
Current Assets
   Cash and cash equivalents                                $260         $283 
   Accounts receivable, less allowance for
       doubtful accounts of $1,237 and $708               68,389       72,462 
   Inventories (Note 2)                                  160,010      165,551 
   Income taxes receivable                                     -        4,567 
   Other current assets                                    2,248        2,301 
                                                        --------     -------- 
    Total current assets                                 230,907      245,164 

Property, plant and equipment, net                       155,952      159,426 
Deferred income taxes                                      7,202        4,996 
Other assets                                               6,386        7,142 
                                                         -------      ------- 
TOTAL ASSETS                                            $400,447     $416,728 
                                                        ========     ======== 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Notes payable to banks                                     --       $4,031 
   Current maturities of long-term debt                 $196,370      186,391 
   Excess checks over bank balances                        6,165       12,118 
   Trade accounts payable                                 32,603       35,005 
   Accrued expenses                                       24,521       26,657 
   Deferred income taxes                                  10,229       12,359 
                                                        --------     -------- 
    Total current liabilities                            269,888      276,561 

Long-term debt, excluding current maturities               4,631        5,040 
Minority interest in consolidated subsidiary                  --          592 
Other liabilities and deferred credits                     3,607        3,539 

Common stock subject to repurchase                            --        4,438 

Shareholders' equity:
   Common stock, no par value                             65,379       64,206 
   Additional paid-in capital                              2,974        2,974 
   Retained earnings                                      53,968       59,378 
                                                        --------     -------- 
    Total shareholders' equity                           122,321      126,558 
                                                        --------     -------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $400,447     $416,728 
                                                        ========     ======== 
See accompanying Notes to Consolidated Financial Statements.
</TABLE>







                                          3
<PAGE>
<TABLE>
                          WLR FOODS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
(unaudited)                                                Thirteen weeks ended
Dollars in thousands                                   September 27, September 28,
                                                           1997           1996
CASH FLOWS FROM OPERATING ACTIVITIES:

<C>                                                         <S>            <S>
Net loss                                                    ($4,452)       ($8,095)
Adjustments to reconcile net loss to 
  net cash provided by (used in) operating activities:
Depreciation and amortization                                 6,658          7,203 
Gain on sale of property, plant and equipment                  (305)           (92)
Deferred income taxes                                        (4,336)          (963)
Other, net                                                     (159)           208 
Change in operating assets and liabilities:
   Decrease(increase) in accounts receivable                  4,073            (47)
   Decrease in inventories                                    5,541          9,998 
   Decrease in other current assets                           4,620          2,408 
   (Decrease)increase in accounts payable                    (2,402)           252 
   Decrease in accrued expenses and other                    (2,068)          (151)
                                                             ------         ------ 
Net Cash Provided by Operating Activities                     7,170         10,721 

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property, plant and equipment                   (3,994)        (2,441)
Proceeds from sales of property, plant and equipment          1,115             55 
(Investments in) disposals of other assets                      323           (119)
                                                             ------         ------ 
Net Cash Used in Investing Activities                        (2,556)        (2,505)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of long-term and revolver debt, net of                                    
  principal payments on long-term debt                        9,570        (13,296)
                                                                    
Notes payable to banks (net of principal payments)           (4,031)         1,991 
Increase (decrease) in checks drawn not presented            (5,953)         3,552 
Issuance of common stock                                        215            312 
Repurchase of common stock                                   (4,438)            -- 
Dividends paid                                                   --         (1,061)
                                                             ------         ------ 
Net Cash Used in Financing Activities                        (4,637)        (8,502)
                                                             ------         ------ 
Decrease in Cash and Cash Equivalents                           (23)          (286)

Cash and Cash Equivalents at Beginning of Fiscal Year           283            724 
                                                             ------         ------ 
Cash and Cash Equivalents at End of Period                     $260           $438 
                                                             ======         ====== 
Supplemental cash flow information:
Cash paid (refunded) for:
   Interest                                                  $3,105         $1,659 
   Income taxes refunded                                     (3,310)        (3,899)

The Company considers all highly liquid investments with maturities of 3 months
  or less at purchase to be cash equivalents.

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       4
<PAGE>
Notes to Consolidated Financial Statements
WLR Foods, Inc. and Subsidiaries


1.   Accounting Policies

The consolidated  financial statements  presented herein,  include the
accounts  of WLR Foods,  Inc. and  its wholly-owned  subsidiaries. All
material intercompany  balances and transactions have  been eliminated
in consolidation. The consolidated  balance sheet as of September  27,
1997, and the  consolidated statements of operations  for the thirteen
weeks  ended  September  27, 1997  and  September  28,  1996, and  the
consolidated statements  of cash flows  for the  thirteen weeks  ended
September  27, 1997  and  September 28,  1996  are unaudited.  In  the
opinion of management, all adjustments necessary for fair presentation
of such  consolidated financial statements  have been included.   Such
adjustments consisted  only  of  normal  recurring  accruals.  Interim
results  are  not necessarily  indicative  of results  for  the entire
fiscal year.

The  consolidated  financial statements  and  notes  are presented  in
conformity with the requirements for Form 10-Q and accordingly, do not
contain  certain   information  included   in  the   Company's  annual
consolidated financial statements and notes.

The  Company's  unaudited  interim  consolidated  financial statements
should  be  read  in   conjunction  with  the  consolidated  financial
statements  included in  the  Annual Report  to  Shareholders for  the
fiscal year ended  June 28, 1997. In both, the accounting policies and
principles  used  are consistent  in all  material respects.   Certain
fiscal 1997 amounts have been reclassified to conform with fiscal 1998
presentations.


2.   Inventories

A summary  of  inventories at  September 27,  1997 and  June 28,  1997
follows:


                                          (unaudited)
Dollars in thousands                      September 27,           June 28,
                                              1997                  1997
                                          -------------           --------
Live poultry and breeder flocks            $68,427                $74,984 
Processed poultry and meat products         56,296                 53,981
Packaging supplies, parts and other         16,052                 17,188
Feed, grain and eggs                        19,235                 19,398
                                          --------                -------
Total inventories                         $160,010               $165,551    
                                          ========               ========

3.   Acquisition of Common Stock

The  Company completed the final repurchase of stock from Cuddy Farms,
Inc. early in this quarter  by purchasing approximately 446,000 shares
of stock for $10 per share.


4.   Debt Refinancing and Modification

The Company's  credit agreements  contain covenants which  require the
maintenance of  minimum tangible  net worth, as  defined, and  certain
other  financial ratios.  The  Company has classified  $192 million of
debt under these agreements as  current liabilities since the waivers,
related to  certain covenants, which were  obtained previously granted

                                       5

<PAGE>
the  Company  relief only  for  the  year ended  June  28,  1997.   As
expected, as of the quarter ended September 27, 1997,  the Company was
not  in  compliance  with  the   financial  covenants  in  its  credit
agreements.  In the absence of waivers, the lenders have  the right to
increase interest  rates and/or require  the repayments  of such  debt
prior to normal maturity.  Since the Company is negotiating amendments
to  the  revolving   credit  facility  and  is  actively  exploring  a
refinancing  to replace  a portion of  its existing  debt, it  has not
requested waivers covering the period ended September 27, 1997.


5.   Stock Dividend

On June 24, 1997,  the Company's Board  of Directors declared a  stock
dividend that was  distributed on  August 1, 1997  to shareholders  of
record on July  11, 1997.  In  lieu of the regular  cash dividend, the
dividend was paid  in stock  with .0064 shares  being distributed  for
each share of common stock outstanding.



Item 2.   Management s Discussion and Analysis of Financial 
          Condition and Results of Operations


WLR  Foods,  Inc.   (the  Company)  is  a   fully  integrated  poultry
production,  processing  and  marketing business  with  operations  in
Virginia, West Virginia, Pennsylvania and North Carolina.

Despite  a reduction  in  revenues for  the  quarter versus  the  same
quarter  last year, the Company  reported a $6.6  million reduction in
its  operating loss.  Improved  performance for the  first quarter was
the  result  of  lower feed  costs,  better  live  performance and  an
improved mix of products  sold in chicken, and stronger  earnings from
the Company s  Cassco Ice & Cold Storage subsidiary.  

The Company has  continued to  be negatively impacted  by higher  than
normal  feed  costs  since the  third  quarter  of  fiscal year  1996.
Although  feed  costs  decreased  by approximately  $18  million  this
quarter as compared to the same quarter last year, feed costs remained
significantly above  the more normal  levels  last seen in fiscal year
1995.  Corn prices  decreased, but were offset by  higher soybean meal
costs.

Results of Operations

Net sales for the quarter decreased 7.5% to $251.6 million as compared
to $272.1 million  for the same quarter  last year.  Chicken  revenues
for the quarter  increased as  compared to last  year s first  quarter
primarily  due to  an increase  in  volume sold.   This  was partially
offset  by a  decline in prices  this quarter in  comparison to strong
pricing last year.   Turkey  revenues were down  as prices and  volume
each declined from the same quarter last year.  

Gross profit for the first quarter was $22.2 million or 8.8% of sales,
an  increase of $8.6 million, as compared  to $13.6 million or 5.0% of
sales in the first quarter of  fiscal year 1997.  This improvement was
primarily attributable to a decrease  of approximately $18 million  in
feed costs offset by sales price decreases in both chicken and turkey.

Selling, general and administrative expenses increased $2.0 million or
8.7% compared to the first quarter last year, or from 8.5% to 10.0% as
a percent  of sales.   The increase  was due to  higher program  costs
related  to sales of further  processed products and increased freight
costs driven by larger volumes of turkey export sales.

                                       6
<PAGE>

Interest expense was $1.3 million higher for the quarter due primarily
to  increased borrowing  levels.   For  the  quarter, the  income  tax
benefit decreased $2.2  million from  fiscal  year 1997 levels due  to
the improved operating results.

The Company had a net loss of $4.5 million or $0.27 per share compared
to  a net loss of $8.1 million or  $0.46 per share for the same period
last year.  The combined effect of fewer shares outstanding and higher
interest costs resulting from the acquisition of  the Company s common
stock held  by Cuddy Farms, Inc.  increased the loss per  share in the
most recent quarter by approximately four cents per share.

Financial Condition and Liquidity

Total  inventory was $5.5 million lower  compared to the end of fiscal
year 1997.  All of the decrease was in live  poultry where inventories
were reduced  by $6.6 million.  Debt levels increased during the first
quarter due  to the  final repurchase  of stock  held by Cuddy  Farms,
Inc., and the investment in the  hatchery project at the Goldsboro, NC
chicken complex.  The ratio of total debt  to total capital, including
common stock  subject to repurchase as debt,  was 62.2%, up from 61.2%
at the end of fiscal 1997.  

The Company s  credit agreements  contain covenants which  require the
maintenance of  minimum tangible  net worth,  as defined, and  certain
other  financial ratios.  The  Company has classified  $192 million of
debt under these agreements as current liabilities  since the waivers,
related to certain covenants,  which were obtained previously, granted
the  Company  relief only  for  the  year ended  June  28,  1997.   As
expected, as of the quarter ended  September 27, 1997, the Company was
not  in  compliance  with  the  financial   covenants  in  its  credit
agreements.  In the absence of  waivers, the lenders have the right to
increase  interest rates  and/or require  the  repayment of  such debt
prior to normal maturity.  Since the Company is negotiating amendments
to  the  revolving  credit  facility   and  is  actively  exploring  a
refinancing to replace  a portion  of its  existing debt,  it has  not
requested waivers covering the period ended September 27, 1997. 

Capital Resources 

The Company s  capital  spending for  the  quarter was  $4.0  million,
primarily  for the  normal replacement  of existing  equipment, safety
requirements,  and projects  with rapid  pay backs (including  the new
hatchery and related  equipment at the Goldsboro  complex).  Projected
capital spending for fiscal  1998 is expected to be  approximately $20
to  $25 million.   Depreciation  expense during  the quarter  was $6.7
million.

The  Company  remains  in  material  compliance  with  all  regulatory
requirements at the present time.  WLR Foods will adopt FASB Statement
128,  "Earnings Per Share" which serves to simplify the computation of
earnings per  share, during the  second fiscal quarter of  1998 in the
current fiscal year.  The Company will also adopt FASB Statement  129,
"Disclosure  of Information  about Capital  Structure"  which requires
certain disclosures  about  capital structure.  Neither  statement  is
expected  to have  a material  impact on  the Company s  operations or
financial position.

In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, "Reporting  Comprehensive Income" and SFAS  No. 131, "Disclosures
about  Segments of an Enterprise  and Related Information."   SFAS No.
130 establishes  standards for reporting and  display of comprehensive
income and its components  in a full set of  general-purpose financial
statements.     SFAS  131  requires  that   companies  report  certain
information  about operating  segments in  complete sets  of financial
statements and  in condensed  financial statements of  interim periods
issued to shareholders.  Both SFAS  Nos. 130 and 131 are effective for
fiscal years beginning after December 15, 1997.

                                       7

<PAGE>
The  Company  does not  believe the  adoption  of these  Statements of
Financial Accounting Standards  will have a significant  impact on the
Company s financial condition or results of operations.

Company  performance  expectations  or  "forward  looking  statements"
expressed  from  time  to time  are  always  subject  to the  possible
material impact  of any risks of the business which could cause actual
results to differ materially from those expected.  These risks include
weather conditions impacting grain  production and harvesting and live
growout  of poultry;  feed supplies  and prices; supplies  and selling
prices   of  poultry   and  competing  meats;   consumer  preferences;
governmental  and  regulatory  intervention  in the  export/import  of
poultry; changes  in the  regulations governing production  processes;
and fluctuations in the general business climate.    

                                   8
<PAGE>

                      PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

On November 10, 1997, WLR Foods, Inc. and its wholly-owned subsidiary,
WLR Poultry Products, Inc., obtained summary judgment in their pending
litigation  with  Case Foods,  Inc. and  its  subsidiary (Case).   The
complaint had alleged  that the Company's 1995 acquisition  of certain
assets  of New Hope Feeds, Inc. and its affiliates (New Hope) violated
the terms of  a right of first refusal previously  granted by New Hope
to Case.   See the  Company's Form 10-K  for the  year ended June  28,
1997, filed  with the Securities and Exchange  Commission on September
26, 1997.   The Company  anticipates that  all appeal  rights will  be
extinguished upon consummation of a pending settlement agreement among
Case, the Company and other co-defendants. 


Item 3.   Defaults Upon Senior Securities

The Company s  Unsecured Bank Revolving Credit  Facility, 9.41% Senior
Unsecured  Notes and  7.47% Senior  Unsecured Notes  contain covenants
which  require  the  maintenance of  minimum  tangible  net  worth, as
defined,  and certain  other financial  ratios.   As of  September 27,
1997,  the  Company had  outstanding  debt under  these  agreements of
approximately  $195 million.   As  expected, as  of the  quarter ended
September  27,  1997,  the Company  was  not  in  compliance with  the
financial covenants in  these credit  agreements.  In  the absence  of
waivers,  the lenders have the right to increase interest rates and/or
require  the repayment of  such debt prior to  normal maturity.  Since
the Company is negotiating amendments to the revolving credit facility
and  is actively exploring a  refinancing to replace  a portion of its
existing  debt, it has not requested waivers covering the period ended
September  27, 1997.    All interest  and  principal payments  on  the
Company s debt have continued to be made on a timely basis. 


Item 4.   Submission of Matters to a Vote of Security Holders

The Company's annual meeting  of shareholders was held on  October 25,
1997 at 10:00 a.m. in Bridgewater, Virginia.   The voting results were
as follows:

________________________________________________________________________________
                                                Votes
                                                                       Broker
Proposal                    For     Against     Withheld  Abstention   Non-Votes
________________________________________________________________________________

#1 Election of Class A
Directors (to serve until
the 2000 Annual Meeting of 
Shareholders)

J. Craig Hott            12,097,209             295,807
Herman D. Mason          12,103,757             289,259
Charles W. Wampler, Jr.  12,097,517             295,499

#2 Ratification of 
Appointment of 
Independent Auditor      12,327,375 42,906                  22,735


                                       9

<PAGE>
Item 5.   Other Information

James L. Mason,  the President  of the Company's  Wampler Foods,  Inc.
subsidiary,  has left  the  Company.    In  addition  to  his  current
responsibilities  as  President and  Chief  Executive  Officer of  WLR
Foods, James L. Keeler will assume Mr. Mason's position.


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               27  Financial Data Schedule

               99  Press Release

          (b)  Form 8-K

     Reporting Date August  21, 1997.   Item Reported - Item  5, Other
Events.   WLR Foods, Inc.  reported that it  had obtained waivers from
its  lenders for  noncompliance  as  of  June  28,  1997,  of  certain
financial covenants.  The  Company also announced it is  exploring the
private placement of up to $150,000,000 of senior subordinated notes.

     Reporting Date October 9,  1997.  Item  Reported - Item 5,  Other
Events.  WLR Foods, Inc. reported that it was suspending its quarterly
stock dividends in response  to concerns about record keeping  and tax
reporting issues, and  that it would instead  consider stock dividends
on an annual basis.


                                  10
<PAGE>

                               SIGNATURE


Pursuant to the requirements  of the Securities Exchange Act  of 1934,
this  report  is  signed  this 12th  day  of  November,  1997, by  the
Registrant's principal financial officer who is also authorized by the
Registrant to sign on its behalf.

                       WLR Foods, Inc.



                       ___/S/ Robert T. Ritter_____________________
                       Robert T. Ritter, Chief Financial Officer
                       and duly authorized signator for Registrant.




                                  11
<PAGE>

                             EXHIBIT INDEX


Exhibit No.            Description

27                   Financial Data Schedule

99                   Press Release


                                  12
<PAGE>
'