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 December 28, 1996

          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 February 6, 1997 was 16,903,321 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                           December 28, December 30,
                                                                  1996         1995


<S>                                                              <C>          <C>
Net sales                                                        $264,424     $267,795 
Cost of sales                                                     246,307      233,533 
                                                                 --------     -------- 
   Gross profit                                                    18,117       34,262 
Selling, general and administrative expenses                       24,342       24,343 
                                                                 --------     -------- 
   Operating income (loss)                                         (6,225)       9,919 
Other expense:
   Interest expense                                                 3,029        2,097 
   Miscellaneous income                                              (818)         (62)
                                                                 --------     -------- 
   Other expense                                                    2,211        2,035 
                                                                 --------     -------- 
Earnings (loss) before income taxes and minority interest          (8,436)       7,884 
Income tax expense (benefit)                                       (3,081)       3,036 
Minority interest in net earnings of consolidated subsidiary           13            5 
                                                                 --------     -------- 
NET EARNINGS (LOSS)                                               $(5,368)      $4,843 
                                                                 ========     ======== 
NET EARNINGS (LOSS) PER COMMON SHARE                               ($0.30)       $0.28 

AVERAGE COMMON SHARES OUTSTANDING                                  17,739       17,591 

DIVIDENDS DECLARED PER COMMON SHARE                                 $0.12        $0.06 

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

<TABLE>
                            WLR FOODS, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
(unaudited)                                                    Twenty-six weeks ended
In thousands, except per share data                           December 28, December 30,
                                                                  1996         1995

<S>                                                              <C>          <C>
Net sales                                                        $536,559     $518,593 
Cost of sales                                                     504,821      449,344 
                                                                 --------     -------- 
   Gross profit                                                    31,738       69,249 
Selling, general and administrative expenses                       47,584       50,383 
                                                                 --------     -------- 
   Operating income (loss)                                        (15,846)      18,866 
Other expense:
   Interest expense                                                 6,109        4,182 
   Miscellaneous income                                              (793)        (203)
                                                                 --------     -------- 
   Other expense                                                    5,316        3,979 
                                                                 --------     -------- 
Earnings (loss) before income taxes and minority interest         (21,162)      14,887 
Income tax expense (benefit)                                       (7,725)       5,727 
Minority interest in net earnings of consolidated subsidiary           26           21 
                                                                 --------     -------- 
NET EARNINGS (LOSS)                                              $(13,463)      $9,139 
                                                                 ========     ======== 
NET EARNINGS (LOSS) PER COMMON SHARE                               ($0.76)       $0.52 

AVERAGE COMMON SHARES OUTSTANDING                                  17,718       17,413 

DIVIDENDS DECLARED PER COMMON SHARE                                 $0.12        $0.12 

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       1   
<PAGE>                                       

<TABLE>
                     WLR FOODS, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS

<CAPTION>
Dollars in thousands
                                              December 28,    June 29,
                                                  1996          1996
                                              (unaudited)
<S>                                              <C>             <C>
ASSETS                                           
Current Assets
   Cash and cash equivalents                         $320            $724 
   Accounts receivable, less allowance for
     doubtful accounts of $1,257 and $708          79,076          79,932 
   Inventories (Note 2)                           136,476         171,946 
   Income taxes receivable                          1,212          10,802 
   Other current assets                             7,366           4,275 
                                                 --------        -------- 
    Total current assets                          224,450         267,679 

Property, plant and equipment, net                167,459         176,691 
Other assets                                        6,598           6,751 
                                                 --------        -------- 
TOTAL ASSETS                                     $398,507        $451,121 
                                                 ========        ======== 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Notes payable to banks                         $30,000         $30,776 
   Current maturities of long-term debt             7,829           7,983 
   Excess checks over bank balances                13,514          14,788 
   Trade accounts payable                          35,543          31,989 
   Accrued expenses                                22,030          23,887 
   Deferred income taxes                           10,673          12,574 
   Other current liabilities                        1,066           1,061 
                                                 --------        -------- 
    Total current liabilities                     120,655         123,058 

Long-term debt, excluding current maturities      103,018         138,510 
Deferred income taxes                               8,406           8,849 
Minority interest in consolidated subsidiary          578             552 
Other liabilities and deferred credits              3,448           3,392 

Common stock subject to repurchase (Note 4)        17,750          17,750 

Shareholders' equity :
   Common stock, no par value                      62,642          61,407 
   Additional paid-in capital                       2,974           2,974 
   Retained earnings                               79,036          94,629 
                                                 --------        -------- 
    Total shareholders' equity                    144,652         159,010 
                                                 --------        -------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $398,507        $451,121 
                                                 ========        ======== 

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

                                       2
<PAGE>

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

<CAPTION>
(unaudited)                                                    Twenty-six weeks ended
Dollars in thousands                                          December 28, December 30,
                                                                  1996         1995

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                              <C>           <C>
Net earnings (loss)                                              $(13,463)      $9,139 
Adjustments to reconcile net earnings to 
  net cash provided by operating activities:
Depreciation and amortization                                      14,289       13,776 
(Gain) loss on sale of property, plant and equipment                    6           (2)
Deferred income taxes                                              (2,344)        (242)
Other, net                                                            939          299 
Change in operating assets and liabilities:
 (net of acquired assets)
   (Increase) decrease in accounts receivable                         307       (2,670)
   Decrease in inventories                                         35,475        2,393 
   Decrease in other current assets                                 6,499        1,446 
   Increase in accounts payable                                     3,546        7,079 
   Decrease in accrued expenses and other                          (1,801)      (5,466)
                                                                 --------      ------- 
Net Cash Provided by Operating Activities                          43,453       25,752 

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property, plant and equipment                         (4,583)     (10,415)
Cash used in acquisition, (including costs)                             -      (10,563)
Proceeds from sales of property, plant and equipment                   97          252 
(Investments in) disposals of other assets                           (237)         158 
Minority interest in net earnings of consolidated subsidiary           26           21 
                                                                 --------      ------- 
Net Cash Used in Investing Activities                              (4,697)     (20,547)

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on long-term debt                              (35,646)     (12,548)
Notes payable to banks (net of principal payments)                   (776)       2,750 
Increase (decrease) in checks drawn not presented                  (1,274)       8,830 
Issuance of common stock                                              661          629 
Repurchase of common stock                                              -       (2,820)
Dividends paid                                                     (2,125)      (2,092)
                                                                 --------      ------- 
Net Cash Used in Financing Activities                             (39,160)      (5,251)
                                                                  --------      ------- 
Decrease in Cash and Cash Equivalents                                (404)         (46)

Cash and Cash Equivalents at Beginning of Fiscal Year                 724          706 
                                                                 --------      ------- 
Cash and Cash Equivalents at End of Period                           $320         $660 
                                                                 ========      ======= 
Supplemental cash flow information:
Cash paid (refunded) for :
   Interest                                                        $4,604       $4,042 
   Income taxes                                                   (10,091)       2,401 

</TABLE>
The Company considers all highly liquid investments with an original maturity 
of 3 months or less at purchase to be cash equivalents.

Non cash transactions in:
Fiscal 1997:
The Company issued 45,000 shares of common stock valued at $0.6 million for 
the acquisition of Jennings Ice, Inc. in December 1996. (Note 3)

Fiscal 1996:
The Company issued 411,216 shares of common stock valued at $5.4 million,
for the acquisition of New Hope Feeds, Inc. on September 29, 1995. 

See accompanying Notes to Consolidated Financial Statements.
     
                                       3
<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  and majority-owned
subsidiaries. All material intercompany accounts and transactions have
been eliminated in consolidation. The consolidated balance sheet as of
December  28, 1996, and the consolidated  statements of operations for
the thirteen and twenty-six weeks ended December 28, 1996 and December
30,  1995, and  the  consolidated statements  of  cash flows  for  the
twenty-six weeks ended  December 28,  1996 and December  30, 1995  are
unaudited. In the opinion of management, all adjustments necessary for
the 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  of 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 June 29, 1996.  In both, the accounting policies and
principles  used are  consistent in  all  material respects.   Certain
fiscal 1996 amounts have been reclassified to conform with fiscal 1997
presentations.

2. Inventories

A summary  of  inventories at  December  28, 1996  and June  29,  1996
follows:
                                                                      
                                             (unaudited)
Dollars in thousands                         December 28,    June 29,  
                                                1996           1996

Live poultry and breeder flocks                $72,191       $71,263 
Processed poultry and meat products             36,075        66,895
Packaging supplies, parts and other             16,534        18,046 
Feed, grain and eggs                            11,676        15,742 
                                               -------       -------
Total inventories                             $136,476      $171,946 
                                              ========      ========

3.  Acquisition

In December 1996, the  Company issued 45,000 shares of common stock to
acquire the ice operation in Lynchburg,  Virginia. The acquisition was
recorded as a purchase by the Company's subsidiary,  Cassco Ice & Cold
Storage, Inc. The total  value of the transaction including  costs was
$581,000.

4. Subsequent Event

Following  the close  of  the quarter,  the  company entered  into  an
agreement to  repurchase 1,774,999 shares  of its common  stock, which
were  reflected as common stock  subject to repurchase  in the balance
sheet.  The stock  is being repurchased at $10 per share, in a private
transaction. The repurchase will  occur over the next six  months with
50% repurchased in January 1997,  25% to be repurchased in late  March
1997, and the final 25% to be repurchased in late June 1997. 

5. Debt Refinancing and Modification

The  Company completed the refinancing  of its bank  debt during early
February.   The new  facility is a  three year $160  million revolver,
which will be used for  general corporate purposes.  The  new facility
replaces   the  revolving  credit  note   and  two  bank  term  notes.
Negotiations are  progressing on modifying the  senior debt facilities
with completion anticipated within the third quarter.

                                       4
<PAGE>

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

General

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.

Grain costs in the poultry processed during the quarter remained high,
increasing approximately $15 million as compared to the second quarter
last year after adjusting for changes in volume.  Higher market prices
increased feed costs  for the first half of 1997  by approximately $45
million as compared to the first half of fiscal 1996.  Although prices
for  corn and soybean meal remain  above their five year average, they
have  now settled substantially  below their summer  highs.  Moreover,
sales prices of turkey products in the quarter and the first half were
not sufficient to offset the effects of higher costs.

Although developments  in  chicken have  been  encouraging,  operating
results  in turkey will require further improvement in order to return
to historical levels of profitability.  Although feed costs are coming
down, dramatically  improved results  in turkey  will be dependent  on
selling prices which  are more reflective of the costs  to produce the
product,  the  maintenance  of  more normal  levels  of  grain pricing
overall,  and improved  turkey  health; particularly  in our  Carolina
operations.

Subsequent to the  close of the second quarter,  WLR Foods announced a
private agreement  to purchase 1,774,999 shares (approximately 10 % of
the outstanding shares of its common stock) from Cuddy Farms, Inc. for
$10  per share.   Fifty percent  of the  shares were  purchased in mid
January, and the remaining shares will be purchased in March (25%) and
June  (25%)  of 1997.    The purchase  will  be  financed through  the
Company s revolving credit facility.

On February 6, 1997, the Company completed the refinancing of its Bank
Revolving  Credit  Agreement.    Borrowings  under  the  new  facility
replaced  those under  the previous  revolving credit facility,  a $30
million borrowing made in  June 1996 and approximately $19  million of
long term debt.   The new facility amends certain  financial covenants
and will mature in the year 2000.

Results of operations

Net sales decreased $3.4  million or 1.3%, while overall  sales pounds
decreased 2.7% for the quarter ended December 28, 1996 compared to the
same period last year.  Chicken  sales pounds decreased 5.4 % compared
to the  second quarter last year, due to the impact of production cuts
announced last spring.   The average realized sales price  for chicken
was up 6.0%  compared to the same quarter  last year. Commodity turkey
sales  pounds increased 6.2%,  while the average  realized sales price
decreased  5.0%  compared to  the  same  quarter  last  year.  Further
processed  sales pounds  decreased  7.3%, while  the average  realized
sales price for further processed products was approximately the  same
as last year.

For the twenty-six weeks,  net sales increased $17.9 million  or 3.5%,
primarily  due to a 5.4% increase in chicken  sales pounds  and a 3.5%
increase  in the average selling price of chicken. The volume increase
in  chicken was due to the  acquisition of the Goldsboro operations in
September  1995 which  is not  reflected  for the  full first  half of
fiscal  1996.  Sales pounds for commodity and further processed turkey
decreased  1.3%.  Average quoted  commodity prices were  mixed for the
first six months with chicken 8.8% higher and turkey 6.6% lower.

Cost  of sales was  up $12.8 million  or 5.5% for  the quarter.  After
adjusting for  volume differences,  feed costs were  approximately $15
million higher in the poultry processed during the quarter as compared
to the  same period last  year.   Delivered corn prices  averaged 5.2%
lower while delivered  soybean meal  increased 24.7% on  a quarter  to
quarter comparison with last year.

For the first six months, cost of sales  was up $55.5 million or 12.3%
primarily due to increased feed costs. The delivered cost for corn and
soybean meal have  decreased significantly since the  beginning of the

                                       5
<PAGE>

fiscal year, but they were still 22.9% and 36.3%, respectively, higher
for the six months ended December 1996 than in the prior year.

Disease  continued  to  adversely  impact the  Company s  live  turkey
operations during  the second quarter.   The combination  of excessive
mortality  and poor  feed conversion  increased live  production costs
over those of unaffected flocks.  The poor live  operating results are
expected  to improve with the  onset of cooler  weather, although poor
live  performance  may  return  during the hotter months.   Management  
continues  to support  public and  private research to find acceptable 
solutions to reduce  the financial impact of the disease.

For  the second quarter gross profit decreased $16.2 million or 47.2%,
while the gross margin decreased from  12.8% to 6.9%.  The decrease is
attributed primarily to higher feed costs and lower selling prices for
commodity  turkey.   The sales  volume of  commodity  turkey increased
6.2%, however the average realized selling price decreased 5.0%. 

For the  twenty-six weeks  gross  profit decreased  $37.5 million  or
54.2%.  The  gross margin decreased from 13.4% to  5.9%.  Higher sales
volume and prices for chicken were offset by significantly higher feed
costs and lower sales volume for turkey .

Selling, general and administrative expenses were flat compared to the
second quarter last year, but increased from 9.1% to 9.2% as a percent
of sales.  Year  to date selling, general and  administrative expenses
decreased $2.8  million, a drop from  9.7% to 8.9% as  a percentage of
sales.  The  cut in spending reflects  the effects of  cost reductions
and a 14% decrease in volume of further processed turkey for the first
six months.

Interest expense was up $0.9 million for the quarter and $1.9  million
for  the fiscal  year due to  higher levels of  borrowing necessary to
carry increased working capital levels.

For the quarter, income taxes changed from an  expense of $3.0 million
to a benefit of $3.1 million due to the current quarter loss.  For the
first  six  months, income  taxes decreased  from  an expense  of $5.7
million to  a benefit of  $7.7 million due to  the loss for  the year.
The tax rate decrease for both periods in 1997 was  due to limitations
on the use  of operating losses in some states  where the Company does
business.

Financial Condition and Liquidity

WLR  Foods closed  the second  quarter of  fiscal 1997  with a  strong
balance sheet.   Total inventory  decreased $35.5 million  compared to
the end of fiscal 1996.  It is expected that debt levels will increase
during the second  half of the  fiscal year due  to the repurchase  of
Cuddy  Farms, Inc.  stock  and seasonal  increases  in finished  goods
inventories.  Net working capital was $103.8 million, down from $144.6
million at June 29, 1996, due largely to lower inventory  levels.  The
ratio of total debt  to total capital, including common  stock subject
to repurchase as debt, was 52.3%, down from 55.1% at the end of fiscal
1996.  As of December  28, 1996, total debt has been  reduced by $36.4
million since fiscal year-end.

Capital Resources

The Company s  capital  spending for  the  quarter was  $2.1  million,
primarily for replacement of  existing equipment, safety requirements,
or  projects  with rapid  pay backs.    Depreciation expense  was $7.1
million.    On a year to date basis, capital spending was $4.6 million
and  depreciation expense was   $14.3 million.   The projected capital
budget  for fiscal 1997 remains  at $15 million,  although this amount
may be  increased based on  long-term strategic projects  and industry
conditions.

On  December 18,  1996, the  Board of  Directors approved  the regular
quarterly dividend of $0.06 per share payable on February 7, 1997.

Management  negotiated a waiver of  the fixed charge  covenant for the
quarter ended December  28, 1996 from  its senior note  lenders.   The
Company is continuing discussions to modify certain of its senior note
agreements.   The  modifications  to the  senior  note agreements  are
expected to give  the Company  the flexibility necessary  to meet  the
demands of the current difficult operating environment.

                                       6
<PAGE>

The  Company  remains  in  material  compliance  with  all  regulatory
requirements at the present time.  WLR Foods will adopt  SFAS No. 123,
Accounting for Stock Based Compensation in fiscal 1997, and will elect
the disclosure provisions of the statement and continue to account for
stock-based  compensation in accordance with APB Opinion No. 25.  This
accounting  standard  is  not  anticipated to  materially  impact  the
financial position of the Company or results of operations at the time
of adoption.

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.  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.


                      PART II.  OTHER INFORMATION

Item 2.   Changes in Securities

On December 2, 1996, the registrant issued 45,000 shares of its no par
common  stock   to  Jennings   Ice  Company  of   Lynchburg,  Virginia
(Jennings),  in connection  with the  acquisition by  the Registrant's
wholly owned subsidiary, Cassco  Ice & Cold Storage, Inc.  (Cassco) of
substantially  all  the  assets  of  Jennings.   The  acquired  assets
included  Jennings'   ice  merchandisers,  inventory,   machinery  and
equipment, and  ice inventories.  The  shares, which were issued  to a
single  purchaser with  no  general advertising,  were not  registered
under the Securities Act of 1933, but were instead  issued in reliance
on Section 4(2) of  the Securities Act.   Consequently, the resale  of
the  shares   is  restricted,   and  the  certificates   are  legended
accordingly.

As reported on Form 8-K,  filed by the Registrant with the  Securities
Exchange Commission on  October 10,  1995, on September  29, 1995  and
January 11, 1996, the  Registrant issued a total of  456,936 shares of
its  no par  common stock  in connection  with its acquisition  of the
chicken processing assets of  New Hope Feeds, Inc. and  its affiliate,
Economy Truck Leasing, Inc.   Valued for purposes of  this transaction
at  $6,028,700, the issued shares  represented a portion  of the total
purchase price of  $16,103,222.  The stock was issued  to Crestar Bank
as trustee for  the benefit of New Hope Feeds,  Inc. and Economy Truck
Leasing, Inc,  and is subject to the terms of a Voting Trust Agreement
which will  expire in  September 1999.   Given the  limited number  of
investors, the  acquisitive nature  of the  transaction  and the  fact
that,  pursuant to the terms of the voting trust, the stock may not be
resold  to the public for a period  of four years except under limited
circumstances,  the  stock  was  not  registered,  but  was issued  in
reliance on the exemption  afforded by Section 4(2) of  the Securities
Act of 1933.

On June  22, 1995, the Registrant  issued for cash $22,000,000  of its
7.47%  Senior Notes, Series B, due  June 1, 2007 to  a syndicate of 13
institutional investors.   First Union National Bank of North Carolina
served as placement  agent for  the Registrant.   The securities  were
sold to a limited  number of sophisticated, accredited  investors, all
of  whom represented  that  they were  purchasing  the Notes  for  the
purpose   of  investing  and  not   with  a  view   toward  resale  or
distribution,  and were  sold  with extensive  disclosure and  without
general advertising.  Consequently, the  Notes were issued in reliance
on  Section 4(2) of the  Securities Act.   In addition, the Registrant
took advantage of the safe harbor provided by Rule 506,  filing Form D
with the Securities Exchange Commission on August 21, 1995.

On  August  29, 1994,  the Registrant  acquired substantially  all the
assets of the turkey processing division of Cuddy Farms, Inc. (Cuddy),
in exchange  for 1,774,999 shares  (as adjusted  for a 3  for 2  stock
split on  May 12, 1995) of its  no par value common  stock.  The stock
was  issued to  Crestar  Bank  as trustee  for  the  benefit of  Cuddy
pursuant  to a  Voting Trust  Agreement dated  August 29,  1994, which
Agreement  will  terminate  August 29,  1998.    The  stock issued  in
connection  with the  Cuddy acquisition  was exempt  from registration
under Section 4(2), given the single purchaser, the acquisitive nature
of  the transaction and the four-year holding period imposed by virtue
of the voting trust.   The transaction was reported by  the Registrant
on Form 8-K, filed with the Commission on September 13, 1994.

                                       7
<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits 

               27   Financial Data Schedule 

          (b)  Form 8-K

               None.

                                       8 
<PAGE>                                       


                               SIGNATURE

Pursuant to the requirements  of the Securities Exchange Act  of 1934,
this  report  is signed  this  11th  day  of February,  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

                                       9
<PAGE>


                             EXHIBIT INDEX
 
Exhibit No.         Description

27                  Financial Data Schedule




                                       10 
<PAGE>