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 EXCHANGE ACT OF 1934
     For the quarterly period ended October 2, 1999

          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 October 29, 1999 was 16,563,847 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        October 2,    September 26,
                                             1999            1998
<S>                                         <C>              <C>
Net sales                                   $202,007         $237,941
Cost of sales                                172,705          196,644
                                             -------          -------
 Gross profit                                 29,302           41,297
Selling, general and administrative
 expenses                                     24,355           25,408
                                             -------          -------
Operating income                               4,947           15,889
Other expense (income):
  Interest expense                             1,233            4,885
  Gain on sale of Goldsboro complex                -           (7,872)
  Other income, net                             (371)             (22)
                                             -------          -------
  Other expense (income), net                    862           (3,009)
                                             -------          -------
Earnings  before income taxes                  4,085           18,898
Income tax expense                             1,542            7,181
                                             -------          -------
Net earnings from continuing operations       $2,543          $11,717

Earnings from discontinued operations,
 net of tax                                        -              664
Gain on disposal of discontinued
 operations, net of tax                            -           15,499
                                             -------          -------
Total earnings  from discontinued
 operations                                        -           16,163

Extraordinary charge on early
 extinguishment of debt, net of tax                -           (1,606)
                                             -------          -------
<PAGE>

Net earnings                                  $2,543          $26,274
                                             =======          =======

Basic net earnings per common share,
 continuing operations                         $0.15            $0.72
Basic net earnings per common share,
 discontinued operations                           -             0.98
Basic net loss per common share,
 extinguishment of debt                            -            (0.10)
                                             -------          -------
Total basic net earnings per common
 share                                         $0.15            $1.60
                                             =======          =======

Diluted net earnings per common share,
 continuing operations                         $0.15            $0.70
Diluted net earnings per common share,
 discontinued operations                           -             0.96
Diluted net loss per common share,
 extinguishment of debt                            -            (0.10)
                                             -------          -------
Total diluted net earnings per common
 share                                         $0.15            $1.56
                                             =======          =======


See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>

                         WLR FOODS, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS


Dollars in thousands
                                           October 2,          July 3,
                                              1999              1999
ASSETS                                     (unaudited)
Current Assets
<S>                                         <C>              <C>
  Cash and cash equivalents                     $258             $210
  Accounts receivable, less allowance
   for doubtful accounts of $2,157
   and $1,909.                                58,372           59,026
  Inventories (Note 2)                       112,428          106,679
  Income taxes receivable                          -              355
  Other current assets                         6,433            6,427
                                             -------          -------
  Total current assets                       177,491          172,697

Property, plant and equipment, net           105,474          107,945
Deferred income taxes                          1,596            3,009
Other assets                                   5,272            5,446
                                             -------          -------
TOTAL ASSETS                                $289,833         $289,097
                                             =======          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current maturities of long-term debt        $5,297           $5,046
  Excess checks over bank balances            11,561           13,912
  Trade accounts payable                      26,017           26,500
  Accrued payroll and related benefits        16,902           24,729
  Other accrued expenses                      14,565            8,677
  Deferred income taxes                        7,231            9,817
                                             -------          -------
  Total current liabilities                   81,573           88,681

Long-term debt, excluding current
 maturities                                   53,935           48,845
Other liabilities and deferred credits         7,701            7,636
                                       3
<PAGE>

Shareholders' equity:
  Common stock, no par value                  69,271           69,125
  Additional paid-in capital                   2,974            2,974
  Retained earnings                           74,379           71,836
                                             -------          -------
  Total shareholders' equity                 146,624          143,935
                                             -------          -------
TOTAL LIABILITIES AND SHAREHOLDERS'
 EQUITY                                     $289,833         $289,097
                                             =======          =======


See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>

                         WLR FOODS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)                                Thirteen weeks ended
Dollars in thousands                       October 2,    September 26,
                                              1999            1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                         <C>              <C>
Net earnings                                  $2,543          $26,274
Adjustments to reconcile net earnings to
 net cash provided by (used in) operating
 activities:
Extraordinary loss on early extinguishment
 of debt                                           -            1,606
Depreciation and amortization                  4,831            6,100
(Gain) loss on sale of property, plant and
 equipment                                      (131)               5
Gain on sale of Goldsboro complex                  -           (7,872)
Gain on sale of discontinued operation             -          (24,998)
Deferred income taxes                         (1,172)          12,013
Other, net                                         -              (36)

Change in operating assets and liabilities:
  Decrease in accounts receivable                654            5,370
  (Increase) decrease in inventories          (5,749)           5,405
  Decrease in other current assets               350              832
  Increase in long-term assets                   (44)            (520)
  Increase (decrease) in accounts payable       (483)           3,785
  Increase (decrease) in accrued expenses
   and other                                  (1,874)           5,782
                                             -------          -------

Net Cash Provided by (Used in) Operating
 Activities                                   (1,075)          33,746

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment    (2,254)          (8,122)
Proceeds from sale of discontinued
 operation                                         -           53,928
Proceeds from sale of Goldsboro complex            -           37,582
                                       5
<PAGE>

Proceeds from sale of property, plant and
 equipment                                       241               16
                                             -------          -------

Net Cash Provided by (Used in) Investing
 Activities                                   (2,013)          83,404

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of revolver and
 long-term debt                              199,213           42,850
Payments on revolver and long-term debt     (193,872)        (160,079)
Decrease in checks drawn not presented        (2,351)            (161)
Issuance of common stock                         146              183
                                             -------          -------
Net Cash Provided by (Used in) Financing
 Activities                                    3,136         (117,207)
                                             -------          -------
Increase (Decrease) in Cash and Cash
 Equivalents                                      48              (57)
Cash and Cash Equivalents at Beginning
 of Fiscal Year                                  210              335
                                             -------          -------
Cash and Cash Equivalents at End of
 Period                                         $258             $278
                                             =======          =======

Supplemental cash flow information:
Cash paid for:
  Interest                                    $1,146           $6,014
  Income taxes                                   456              148


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

Non-cash financing activities:
In fiscal 1999:
The Company recorded 142,384 stock warrants at a value of $904,136 which
related to the February 1998 debt refinancing in the first quarter.

The Company had 28,180 stock warrants expired at a value of $178,943
when a portion of the February 1998 debt was repaid in the first quarter.
                                       6
<PAGE>

The Company incurred an extraordinary charge on early extinguishment of
debt in the amount of $2.6 million in the first quarter.

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       7
<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 balances and transactions have been eliminated in
consolidation. The consolidated balance sheet as of October 2, 1999,
and the consolidated statements of operations for the thirteen weeks
ended October 2, 1999 and September 26, 1998, and the consolidated
statements of cash flows for the thirteen weeks ended October 2, 1999
and September 26, 1998 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 and the use of estimates.  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 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 July 3, 1999. In both, the accounting policies and
principles used are consistent in all material respects.


2. Inventories

A summary of inventories at October 2, 1999 and July 3, 1999 follows:

                                      (unaudited)
Dollars in thousands                  October 2,       July 3,
                                         1999            1999

Live poultry and breeder flocks         $48,955        $48,275
Processed poultry and meat products      36,329         31,510
Packaging supplies, parts and other      12,592         12,859
Feed, grain and eggs                     14,552         14,035
                                        -------        -------
Total inventories                      $112,428       $106,679
                                        =======        =======
                                       8
<PAGE>

3. Earnings Per Share

The following is a  reconciliation between the calculation of basic
and diluted net earnings per common share:

In thousands, except for per       13 weeks ended  13 weeks ended
 share data                           October 2,    September 26,
                                        1999            1998
Basic EPS Computation
  Numerator - Net earnings               $2,543          $26,274

Denominator:
Common shares outstanding                16,550           16,427
Effect of outstanding stock warrants        302               22
                                         ------           ------
Basic weighted average common shares
 outstanding                             16,852           16,449

Basic earnings per common share           $0.15            $1.60
                                         ======           ======

Diluted EPS Computation
 Numerator - Net earnings                $2,543          $26,274

Denominator:
Common shares outstanding                16,550           16,427
Effect of outstanding stock options           5                8
Effect of outstanding stock warrants        302              378
                                         ------           ------
Diluted weighted average common shares
 outstanding                             16,857           16,813

Diluted earnings per common share         $0.15            $1.56
                                         ======           ======


4.  Sale of Assets

The Company completed the sale of its Cassco Ice & Cold Storage
subsidiary on July 31, 1998 for net proceeds of approximately $54
million, resulting in a gain of approximately $25 million ($15 million
after tax).  Earnings from operations in the first quarter of fiscal
1999 were approximately $1 million ($0.7 million after tax).  Both
items relating to the sale have been segregated from continuing
operations and reported as separate line items on the statement of
operations.

In August 1998, the Company completed the sale of its Goldsboro, North
Carolina chicken complex.  Net proceeds of approximately $37 million
resulted in a gain of approximately $8 million ($5 million after tax).
                                       9
<PAGE>

Due to the permanent reduction in long-term debt resulting from the
sale of the Cassco subsidiary and the Goldsboro complex, the Company
incurred an extraordinary loss of approximately $2.6 million ($1.6
million after tax) on the write-off of capitalized debt costs.


5.  Segment Information

The Company retroactively adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" for the year ended
July 3, 1999.  This statement requires companies to report certain
information about operating segments in their financial statements and
establishes standards for related disclosures about products and
services, geographic areas and major customers.  SFAS 131 defines
operating segments as components of an enterprise about which separate
financial information is available that is evaluated regularly by
management in deciding how to allocate resources and in assessing
performance.

The Company has two reportable segments: Chicken and Turkey.  The
third segment, Other, includes revenues from the Company's protein
conversion plants, unallocated corporate related items and other
miscellaneous items.  Chicken segment revenues are primarily sales of
chicken related products, such as retail tray pack items, whole birds
cut up for fast food restaurants and portion-controlled products for
food service distributors.  Turkey segment revenues are primarily
sales of turkey related products and further processed products,
including both turkey and chicken items, produced at the Company's
further processing plants.  These items include fresh and frozen whole
birds and parts, including retail tray pack items, turkey burgers and
a full line of further processed products, including deli meats,
frankfurters and salads.  To better utilize its feed manufacturing
capabilities, the Company sells feed to other users, primarily from
its Marshville, NC feedmill.  Sales from this mill were included in
Turkey segment sales through the first quarter of fiscal 1999, when
the complex was converted to chicken processing and the sales since
then have been included in the Chicken segment.  Each segment is
evaluated by management based on operating profit (loss) and net
earnings (loss).

The following tables set forth specific operating information about
each segment as reviewed by the Company's management.  Net earnings
(loss) for segment reporting is prepared on the same basis as that
used for consolidated net earnings (loss).  Administrative services
provided by the corporate offices are primarily allocated to the
individual segments based on levels of inventories and property, plant
and equipment.  Due to certain assets which are shared between
segments, management evaluates assets and capital expenditures on a
                                       10
<PAGE>

consolidated basis; therefore, such information is not presented on a
segment basis.
<TABLE>
<CAPTION>
                       Chicken    Turkey    Other    Elimina-    Total
                                                      tions
Dollars in thousands
Thirteen Weeks ended
 October 2, 1999

External segment
<S>                   <C>       <C>        <C>       <C>       <C>
 revenues             $102,351   $97,771   $1,885    $    -    $202,007
Intersegment revenues        -         -    3,143    (3,143)          -
                       -------  --------   ------     -----     -------
Total revenues         102,351    97,771    5,028    (3,143)    202,007
Interest expense           627       629        -       (23)      1,233
Depreciation expense     2,524     1,762      329         -       4,615
Interest income              -        98       58       (23)        133
Income taxes (benefit)     (37)    1,020      559         -       1,542
Net earnings (loss)
 from continuing
 operations                (61)    1,682      922         -       2,543

Thirteen Weeks ended
 September 26, 1998

External segment
 revenues             $119,225  $116,528   $2,188    $    -    $237,941
Intersegment revenues        -         -    3,362    (3,362)          -
                       -------   -------    -----     -----     -------
Total revenues         119,225   116,528    5,550    (3,362)    237,941
Interest expense         1,914     2,819      172       (20)      4,885
Depreciation expense     1,928     2,280      377         -       4,585
Gain on sale of
 Goldsboro complex       7,872         -        -         -       7,872
Interest income              1         2       20       (20)          3
Income taxes (benefit)   9,193    (1,969)     (43)        -       7,181
Net earnings (loss)
 from continuing
 operations             15,000    (3,213)     (70)        -      11,717
Extraordinary charge         -         -   (1,606)        -      (1,606)
</TABLE>

A reconciliation of total segment profits to consolidated net earnings
is as follows:

                                  October 2,        September 26,
                                    1999                1998

Segment profit                       $2,543              $11,717
Unallocated:
Income from discontinued
 operation, net of tax                    -                  664
Gain on sale of discontinued
 operation, net of tax                    -               15,499
Extraordinary charge on early
 extinguishment of debt,
 net of tax                               -               (1,606)
                                     ------              -------
Net earnings                         $2,543              $26,274
                                     ======              =======
                                       11
<PAGE>

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.

Operating income for the first quarter of fiscal 2000 was $4.9
million, a decrease of $11.0 million when compared to the same quarter
last year.  The decrease is primarily due to lower chicken segment
pricing of $24.1 million, offset by increased turkey segment pricing
of $1.8 million, lower corn and soybean meal costs approximating $6
million, and other improvements of approximately $5 million.


RESULTS OF OPERATIONS

The Company's results are reported on a consolidated basis.  Portions
of the following discussions of operating results pertain to the
chicken and turkey segments, which account for over 99% of the
Company's revenues.  Any revenues and expenses not included in the
chicken and turkey segments are reported in the Company's other
segment for purposes of segment reporting.

Net sales from continuing operations for the quarter were $202.0
million, a decrease of $35.9 million, or 15.1% from the first quarter
of fiscal 1999.  The $35.9 million decrease is from reductions in
chicken, turkey and other segment net sales of $16.8 million, $18.8
million and $0.3 million, respectively.

In the chicken segment, the decrease in net sales of $16.8 million,
or 14.1%, to $102.4 million in the first quarter of fiscal 2000 is due
to decreased poultry product sales of $16.3 million and decreased
outside feed sales of $0.5 million.  The $16.3 million decrease, or
14.2%, in net sales of poultry products, primarily chicken, resulted
in first quarter poultry product sales of $98.9 million for fiscal
2000.  The 14.2% decrease was the result of a price decrease of 20.9%,
partially offset by a volume increase of 6.7%.

The turkey segment net sales decline of $18.8 million, or 16.1%, to
$97.8 million in sales for the first quarter of fiscal 2000 is
primarily from reduced volumes in poultry products. Poultry products,
primarily turkey, are the largest component of turkey segment
revenues.  Poultry product sales in the turkey segment decreased
14.3%, or $16.3 million, to $97.4 million in the first quarter of
fiscal 2000. The 14.3% decrease is the result of decreased volumes of
15.9%, primarily the result of planned cutbacks at the Marshville
                                       12
<PAGE>

facility which was converted from turkey to chicken processing, offset
partially by increased pricing of 1.6%.

Cost of sales from continuing operations were $172.7 million, a
decrease of $23.9 million, or 12.2% from the first quarter of fiscal
1999. In the chicken segment, cost of sales decreased 0.7%, or $0.6
million, to $91.7 million in the first quarter of fiscal 2000.  This
decrease is primarily attributable to lower corn and soybean meal
costs of approximately $3.5 million, partially offset by increased
volumes, primarily due to the conversion of the Marshville facility to
a chicken complex.  Cost of sales in the turkey segment decreased
22.3%, or $23.0 million, to $80.1 million in the first quarter of
fiscal 2000.  This decrease is primarily the result of planned
decreases in production and sales volumes in turkey products.  Lower
costs of corn and soybean meal also lowered costs in the turkey
segment by approximately $2.4 million during the quarter.

Gross profit on continuing operations was $29.3 million, a decrease of
$12.0 million, or 29.0% from the same quarter last year. The net
effect of product pricing was a decline of $22.3 million for the
quarter, with lower chicken pricing of $24.1 million more than
offsetting higher turkey prices of $1.8 million. Lower grain costs for
corn and soybean meal contributed approximately $5.9 million of
improvements during the quarter.  Other improvements of approximately
$4.4 million in gross profits were primarily the result of improved
live bird performance, higher plant utilization, and improvements in
other feed ingredient costs and formulations.

Selling, general and administrative expenses for the first quarter
were $24.4 million, a decrease of $1.0 million, or 4.1% when compared
to the same quarter last year.  The decrease is primarily the result
of a one-time charge of $1.5 million during the first quarter of
fiscal 1999 for assets, primarily at the Monroe facility, that could
not be utilized in the Company's turkey operations, offset partially
by increased promotional spending in the first quarter of fiscal 2000.

Interest expense was $1.2 million for the first quarter of fiscal
2000, a decrease of $3.7 million, or approximately 75%, when compared
to the same quarter in fiscal 1999.  The decrease is the result of
substantially lower debt levels and lower interest rates resulting
from a new credit facility entered into during November of 1998.

The gain on the sale of the Goldsboro complex resulted from the
Company's sale, on August 14, 1998, of its Goldsboro, North Carolina
chicken processing plant, feed mill and hatchery for approximately $37
million in net proceeds, which were used to reduce long term debt.
The pre-tax gain on the sale was approximately $8 million.
                                       13
<PAGE>

Net earnings from continuing operations were $2.5 million (or $0.15
per diluted share) for the first quarter of fiscal 2000, a decrease of
$9.2 million as compared to the net earnings of $11.7 million (or
$0.70 per diluted share) for the first quarter of fiscal 1999.  Net
earnings from the chicken segment decreased $15.1 million, offset
partially by increased net earnings in the turkey and other segments
of $4.9 million and $1.0 million, respectively.

On July 31, 1998 the Company sold its Cassco Ice and Cold Storage,
Inc. subsidiary for approximately $54 million in net proceeds.  The
net proceeds from the sale were used to reduce long-term debt. During
the first quarter of fiscal 1999, the Company recorded a $15.5 million
after-tax gain on the sale. The after-tax Cassco income from
discontinued operations was $0.7 million in the first quarter of
fiscal 1999.

During the first quarter of fiscal 1999, the Company recorded an
extraordinary after-tax charge of $1.6 million for the early
extinguishment of debt, due to the permanent reduction in long-term
debt resulting from the sale of the Cassco subsidiary and the
Goldsboro complex.

Net earnings for the first quarter of fiscal 2000 were $2.5 million,
or $0.15 per diluted share, compared with net earnings for the same
quarter of fiscal 1999 of $26.3 million, or $1.56 per diluted share.
The prior year net earnings included income from discontinued
operations, gains on the sales of the Cassco subsidiary and the
Goldsboro complex, and extraordinary charges.

Financial Condition and Liquidity

Accounts receivable were $0.7 million lower than the fiscal year-end
level while inventories increased $5.7 million during the same period,
primarily due to seasonal increases in turkey inventories.

Debt levels increased $5.3 million during the quarter, from $53.9
million at year-end, to $59.2 million at the end of the first quarter
of fiscal 2000.  The increase is due primarily to the payment of the
prior years accrued bonuses and to seasonal increases in turkey
inventories.


Capital Resources

The Company's capital spending for the quarter was $2.3 million. The
majority of the capital spending was primarily for the replacement of
existing equipment and for safety and regulatory requirements.
                                       14
<PAGE>

Depreciation expense was $4.6 million for the quarter.  Capital
spending for fiscal 2000 is expected to total $16 to $20 million.


Year 2000 Matters

The Company began addressing Year 2000 issues in 1995 and elected to
replace its multiple financial and order management systems with one
set of integrated software from Oracle Corporation. An upgrade to a
newer release of the Oracle software that supports the Year 2000 was
completed in March 1999.  The Company has assessed all personal
computers and communication networks and believes there are no
significant Year 2000 problems in these areas.

A review of operational systems, including processing plants, feed
mills, warehouses and hatcheries has been performed.  This review has
resulted in a plan for minor upgrades or replacements of equipment.
At the present time, management is not aware of any significant
operational problems resulting from Year 2000 related equipment.

To ensure that WLR Foods' business with its vendors and customers will
continue without interruption in the new millennium, the Company began
assessing vendor and customer Year 2000 readiness by written
questionnaires in November of 1998.  Questionnaires were sent to
customers comprising a majority of our sales revenue and to all
significant vendors. Presently, the Company has no reason to believe
that such parties will not be Year 2000 compliant, but the Company has
not yet completed its inquiry and, even where it has, the Company is
not normally in a position to test or challenge the information
provided by such third parties.  If the responses of such parties are
not satisfactory, the Company will consider new business relationships
with alternate parties to the extent alternatives are available.

The Company believes that its most significant exposure related to the
Year 2000 issue is from reliance upon third parties for transportation
services to deliver feed grains and for utilities such as electricity,
natural gas and water that are necessary for operating the Company's
plants.  The Company's supply of feed grain on hand does not usually
exceed that used in a matter of days.  Shipping routes normally
involve, at one or more points, rail transportation for which
alternate suppliers are not readily available.  Similarly, there are
no effective alternative suppliers of utilities.  Disruption of more
than a few days in these transportation and utilities services used by
the Company would begin to have a material adverse effect that would
increase as any such disruption continued.  While the Company has no
information that causes it to expect a prolonged disruption that would
have a material adverse effect, the Company does not believe it can
develop adequate contingency plans for any prolonged disruption.  The
                                       15
<PAGE>

Company considers disruptions of this nature to be its worst case Year
2000 scenario, but the Company cannot predict the likelihood of such
disruptions or, if they occur, the duration.

The Company is developing contingency plans, where practical, to help
mitigate the effects of potential Year 2000 problems.  Those plans
include increasing supplies of feed grains and ingredients, preparing
for manual, instead of electronic, operating procedures and the
appointment of adequate personnel to test systems and address problems
that might arise on January 1, 2000.

The Company routinely receives inquiries from its suppliers and
customers as to the Company's state of readiness for the Year 2000,
just as the Company seeks such information from others. The Company
believes that its own systems will be ready, however, there is no
assurance that the systems of third parties upon which the Company
relies will be converted on a timely basis. The Company cannot verify
all of the information it has gathered or will gather, and cannot
compel third parties to respond at all.  Additionally, the Company can
not predict the extent to which its financial condition and operations
would be adversely affected if third persons are not ready for the
Year 2000 on a timely basis.

The Company has a committee that meets regularly to discuss progress
and issues pertaining to the Year 2000 and reports, on a regular
basis, to the Board of Directors.  In light of recent computer
upgrades, the Company's costs related to Year 2000 compliance are
immaterial.


Accounting Matters

The Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities in June
1998. The statement establishes accounting and reporting standards for
derivative instruments and hedging activities and requires, among
other things, that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those
instruments at fair value.  The Company does not believe the adoption
of this statement, which is required to be adopted by the Company in
fiscal 2001, will have a significant impact on the consolidated
financial statements.
                                       16
<PAGE>

Item 3.   Quantitative and Qualitative Disclosures about Market
          Risk


Market risks relating to the Company's operations result primarily
from changes in interest rates and commodity prices.  To 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.  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.
<TABLE>
<CAPTION>
                                    Expected Maturity Date
                       ------------------------------------------------------
Liabilities:                                             There-         Fair
Dollars in thousands  2000   2001    2002   2003   2004   after  Total  Value
-----------------------------------------------------------------------------
Liabilities:
Long-term debt,
 including Current
 Portion
<S>                 <C>    <C>    <C>      <C>    <C>   <C>   <C>     <C>
  Fixed Rate          $177   $202    $215    $89    $95   $50    $828    $828
    Average interest
      rate           6.00%  6.00%   6.00%  6.00%  6.00% 6.00%   6.00%

  Variable Rate     $3,575 $5,850 $48,979     $0     $0    $0 $58,404 $58,404
    Average interest
      rate           6.77%  6.77%   6.93%   0.00  0.00   0.00   6.91%
                                       17
<PAGE>

Interest Rate
 Derivatives                                             There-         Fair
Dollars in thousands  2000   2001    2002   2003   2004   after  Total  Value
-----------------------------------------------------------------------------
Interest Rate Swaps
 Variable to Fixed  $50,000    $0      $0     $0     $0     $0 $50,000   ($42)

  Average pay rate    6.29%  0.00    0.00   0.00   0.00   0.00   6.29%

  Average receive rate - USD 1 month Libor

Interest Rate Cap   $75,000 $0.00   $0.00  $0.00  $0.00  $0.00 $75,000    $26

  Average pay rate    6.50%  0.00    0.00   0.00   0.00   0.00   6.50%

  Average receive rate - USD 1 month Libor
</TABLE>

On October 15, 1999, the Company terminated the $50 million interest
rate swap agreement.


Commodity Price Sensitivity

The Company is a purchaser of certain commodities, primarily corn and
soybean meal.  The Company uses commodity futures and forward
purchasing for hedging purposes to reduce the effect of changing
commodity prices on a portion of its commodity purchases.  The
contracts that effectively meet risk reduction 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, 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 October 2, 1999.
For the futures 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 May 2000.  Contract amounts are used to calculate the contractual
payments and quantity of corn and soybean meal to be exchanged under
the futures contracts.  There were no outstanding soybean meal
positions on October 2, 1999.


On Balance Sheet Commodity Position
 and Related Derivatives
                                        Carrying        Fair
Dollars in thousands                     Amount         Value
-----------------------------------------------------------------
Corn, Soybean Meal and Other Feed
  Ingredient Inventory                    11,305       11,305
                                       18
<PAGE>


                                         Contractual        Fair
Related Derivatives                         Amount          Value
-----------------------------------------------------------------
Corn Futures Contracts
  Contract Volumes (100,000 bushels)            76
  Weighted Average Price (per bushel)        $2.25          $2.16
  Contract Amount (dollars in thousands)    17,086         16,426
                                       19
<PAGE>

                      PART II.  OTHER INFORMATION


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

The Company's annual meeting of shareholders was held on October 30,
1999 at 10:00 a.m. in Bridgewater, Virginia.  The voting results were
as follows:
<TABLE>
<CAPTION>
______________________________________________________________________________
                                            Votes
                                                                     Broker
Proposal              For         Against    Withheld   Abstention  Non-Votes
______________________________________________________________________________
#1 Election
of Directors
Class A Director
(to serve until
2000 Annual
Meeting of
Shareholders)
<S>                   <C>         <C>        <C>        <C>
Phillip C. Stone      12,074,545             1,045,634

Class C Directors
(to serve until
2002 Annual
Meeting of
Shareholders)

Charles L. Campbell   12,079,709             1,040,470
William H. Groseclose 12,078,655             1,041,524
William D. Wampler    12,081,448             1,038,731

Directors whose term continued after the meeting were:

Keith E. Alessi
J. Craig Hott
Katherine K. Clark
Stephen W. Custer
James L. Keeler

#2 Ratification of
Appointment of
Independent Auditors  12,939,947  99,307                82,151
</TABLE>
                                       20
<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               27   Financial Data Schedule
                                       21
<PAGE>


                                     SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed this 16th day of November, 1999, by the
Registrant's principal financial officer who is also authorized by the
Registrant to sign on its behalf.


                              WLR FOODS, INC.


                            ___/s/ Dale S. Lam___
                         Dale S. Lam, Chief Financial
                         Officer and duly authorized
                         signator for Registrant
                                       22
<PAGE>

                             EXHIBIT INDEX

Exhibit No.         Description

27                  Financial Data Schedule
                                       23
<PAGE>