Exhihit 2.11



                                                       EXHIBIT 2(a)


                          FORM OF SENIOR NOTE

                            WLR FOODS, INC.

                       VARIABLE RATE SENIOR NOTE
                         DUE DECEMBER 31, 1999

No. R-                                            February ___, 1998
$                                                 PPN:  929286 B* 2

     FOR VALUE RECEIVED, the undersigned, WLR FOODS, INC. (herein
called the "Company"), a corporation organized and existing under the
laws of the Commonwealth of Virginia, hereby promises to pay to
_____________________, or registered assigns, the principal sum of
___________ DOLLARS ($__________) on December 31, 1999 unless extended
pursuant to Section 8.1(e) of the Note Purchase Agreement (defined
below), with interest (computed on the basis of a 365/366 day year and
paid for the actual number of days elapsed) on the unpaid balance from
the date hereof at an annual rate equal to the Base Rate as provided
in the Note Purchase Agreement plus two and twenty-five one-hundredths
percent (2.25%), payable in arrears on the last Business Day of each
calendar quarter, commencing on the later of March 31, 1998 or the
last Business Day of the calendar quarter in which this Note is
issued, until the principal hereof shall have become due and payable,
and to the extent permitted by law on any overdue payment of principal
or interest at a rate per annum equal to the lesser of (i) the Maximum
Legal Rate of Interest, or (ii) the then applicable Base Rate with
respect to this Note plus four and twenty-five one-hundredths percent
(4.25%).

Payments of principal of and interest on this Note are to be made in
lawful money of the United States of America at the address shown in
the register maintained by the Company for such purpose or at such
other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreements
referred to below.

This Note is one of a series of Senior Notes issued pursuant to that
certain Note Purchase Agreement, dated as of February 25, 1998 (as
from time to time amended, the "Note Purchase Agreement"), between the
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Company and the purchasers named therein and is entitled to the
benefits thereof.  Capitalized terms used herein and not defined
herein shall have the respective meanings ascribed to them in the Note
Purchase Agreement.

     This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of
transfer duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered holder hereof or such
holder's attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the
transferee.  Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to
the contrary.

     The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement. 
This Note is also subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the
Note Purchase Agreement, but not otherwise.

     If an Event of Default exists, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the
price and with the effect provided in the Note Purchase Agreement.

     THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
SUCH STATE.

                                   WLR FOODS, INC.


                                   By:___________________
                                   Name:
                                   Title:
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