Exhibit 2.6


[FORM OF BANK WARRANT]



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.  THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO AND THE HOLDER OF SUCH SECURITIES HAS
THE BENEFIT OF A WARRANTHOLDERS RIGHTS AGREEMENT DATED AS OF FEBRUARY
25, 1998 AMONG WLR FOODS, INC. AND THE WARRANTHOLDERS PARTIES THERETO,
COPIES OF WHICH ARE ON FILE WITH WLR FOODS, INC.


No. 98-FIELD (No.)                           Dated February 25, 1998


                                WARRANT

         To purchase FIELD (Shares) Shares of Common Stock of

                            WLR FOODS, INC.

                       Expiring January 1, 2002


     THIS IS TO CERTIFY THAT, for value received, FIELD(NAME) or
registered assigns ("Holder") is entitled to purchase from WLR FOODS,
INC., a Virginia corporation ("WLR"), at any time or from time to time
after 9:00 a.m., Charlotte, North Carolina time, on the date hereof
with respect to 30% of the shares for which this Warrant is
exercisable and at any time or from time to time after 9:00 a.m.
Charlotte, North Carolina time, on February 28, 1999 with respect to
all shares for which this Warrant is exercisable and, in either case, 
prior to 5:00 p.m., Charlotte, North Carolina time, on the earlier of
January 1, 2002 and the Business Day preceding the date of redemption
of this Warrant, at the place where the Warrant Agency is located, at
the Exercise Price, the number of shares of Class A Common Stock, no
par value, of WLR (the "Common Stock") shown above, all subject to
adjustment and upon the terms and conditions hereinafter provided, and
is entitled also to exercise the other appurtenant rights, powers and
privileges hereinafter described.

     This Warrant is one of one or more warrants (the "Warrants") of
the same form and having the same terms as this Warrant, entitling the
holders initially to purchase up to an aggregate of 889,898 shares of
Common Stock.  The Warrants have been issued pursuant to the Revolving
Credit Agreement and the Term Loan Agreement, each dated as of
February 25, 1998 (as amended from time to time, collectively, the
"Credit Agreement") among WLR, Wampler Foods, Inc., Cassco Ice & Cold
Storage, Inc., Wampler Supply Company, Inc., Valley Rail Service,
Inc., and First Union National Bank ("First Union"), CoreStates Bank,
N.A. ("CoreStates"), Harris Trust and Savings Bank ("Harris"), and
Crestar Bank ("Crestar") or pursuant to the Note Purchase Agreement
dated as of February 25, 1998 (the "Note Purchase Agreement") among
WLR and the purchasers named on the signature page thereto (the
"Purchasers"), and the Holder is entitled to certain benefits as set
forth therein and to certain benefits described in the Warrantholders
Rights Agreement dated as of February 25, 1998 among WLR and the
Warrantholders party thereto (the "Warrantholders Rights Agreement"). 
WLR shall keep a copy of the Credit Agreement and the Warrantholders
Rights Agreement, and any amendments thereto, at the Warrant Agency
and shall furnish, without charge, copies thereof to the Holder upon
request.

     Certain terms used in this Warrant are defined in Article 6.
                                       1
<PAGE>

                               ARTICLE 1

                         EXERCISE OF WARRANTS

     SECTION 1.01. Method of Exercise.  To exercise this Warrant in
whole or in part, the Holder shall deliver on any Business Day to WLR,
at the Warrant Agency, (a) this Warrant, (b) a written notice of such
Holder's election to exercise this Warrant, which notice shall specify
the number of shares of Common Stock to be purchased (which shall be a
whole number of shares if for less than all the shares then issuable
hereunder), the denominations of the share certificate or certificates
desired and the name or names in which such certificates are to be
registered, and (c) payment of the Exercise Price with respect to such
shares.  Such payment may be made, at the option of the Holder, by any
of the following methods: (a) by cash, certified or bank cashier's
check or wire transfer in an amount equal to the product of (i) the
Exercise Price times (ii) the number of Warrant Shares as to which
this Warrant is being exercised; or (b) by receiving from WLR the
number of Warrant Shares equal to (i) the number of Warrant Shares as
to which this Warrant is being exercised minus (ii) the number of
Warrant Shares having a value, based on the Closing Price on the
trading day immediately prior to the date of such exercise, equal to
the product of (x) the Exercise Price times (y) the number of Warrant
Shares as to which this Warrant is being exercised; or (c) by
cancellation of an amount of principal or interest owing under the
Credit Agreement or the Note Agreement, as the case may be, in an
amount equal to the product of (i) the Exercise Price times (ii) the
number of Warrant Shares as to which this Warrant is being executed.

     WLR shall, as promptly as practicable and in any event within
seven days after receipt of such notice and payment, execute and
deliver or cause to be executed and delivered, in accordance with such
notice, a certificate or certificates representing the aggregate
number of shares of Common Stock specified in said notice together
with cash in lieu of any fractions of a shares as providtificate or
certificates so delivered shall be in such denominations as may be
specified in such notice, and shall be issued in the name of the
Holder or such other name as shall be designated in such notice.  This
Warrant shall be deemed to have been exercised, and such Holder or any
other Person so designated to be named therein shall be deemed for all
purposes to have become a holder of record of shares, as of the date
the aforementioned notice and payment is received by WLR.  If this
Warrant shall have been exercised only in part, WLR shall, at the time
of delivery of such certificate or certificates, deliver to the Holder
a new Warrant evidencing the rights to purchase the remaining shares
of Common Stock called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant, or, at the request
of the Holder, appropriate notation may be made on this Warrant which
shall then be returned to the Holder.  WLR shall pay all expenses,
taxes and other charges payable in connection with the preparation,
issuance and delivery of share certificates and new Warrants, except
that, if share certificates or new Warrants shall be registered in a
name or names other than the name of the Holder, funds sufficient to
pay all transfer taxes payable as a result of such transfer shall be
paid by the Holder at the time of delivery of the aforementioned
notice of exercise or promptly upon receipt of a written request of
WLR for payment.

     SECTION 1.02. Shares to Be Fully Paid and Nonassessable.  All
shares of Common Stock issued upon the exercise of this Warrant shall
be validly issued, fully paid and nonassessable and, if such class of
Common Stock is then listed on any national securities exchange (as
defined in the Exchange Act) or quoted on NASDAQ, shall be duly listed
or quoted thereon, as the case may be.

     SECTION 1.03. No Fractional Shares Required to Be Issued.  WLR
shall not be required to issue fractions of shares of Common Stock
upon exercise of this Warrant.  If any fraction of a share would, but
for this Section, be issuable upon partial exercise, such fraction of
a share shall be carried over until the final exercise of this
Warrant, at which time in lieu of such fractional share WLR shall pay
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<PAGE>

to the Holder, in cash, an amount equal to the same fraction of the
Fair Market Value of WLR per share of outstanding Common Stock on the
Business Day immediately prior to the date of such exercise.

     SECTION 1.04. Share Legend.  Each certificate for shares of
Common Stock issued upon exercise of this Warrant, unless at the time
of exercise such shares are registered under the Securities Act, shall
bear the following legend:

"The securities represented by this certificates have not been
registered under the Securities Act of 1933, as amended, and may not
be sold or offered for sale unless an exemption from such registration
is available.  The securities represented by this certificate are also
subject to and the holder of such securities has the benefit of a
Warrantholders Rights Agreement dated as of February 25, 1998 among
WLR Foods, Inc. and the Warrantholders parties thereto, copies of
which are on file with WLR Foods, Inc."

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public offering pursuant to a registration statement
under the Securities Act) shall also bear such legend unless, in the
opinion of counsel selected by the holder of such certificate (who may
be an employee of such holder) and reasonably acceptable to WLR, the
securities represented thereby need no longer be subject to
restrictions on resale under the Securities Act.

     SECTION 1.05. Reservation.  WLR has duly reserved and will keep
available for issuance upon exercise of the Warrants the total number
of Warrant Shares deliverable from time to time upon exercise of all
Warrants from time to time outstanding.


                               ARTICLE 2

WARRANT AGENCY; TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS

     SECTION 2.01. Warrant Agency.  As long as any of the Warrants
remain outstanding, WLR shall perform the obligations of and be the
warrant agency with respect to the Warrants (the "Warrant Agency") at
its address set forth in Section 7.01 hereof or at such other address
as WLR shall specify by notice to all Warrantholders.

     SECTION 2.02. Ownership of Warrant.  WLR may deem and treat the
person in whose name this Warrant is registered as the holder and
owner hereof (notwithstanding any notations of ownership or writing
hereon made by any person other than WLR) for all purposes and shall
not be affected by any notice to the contrary, until due presentment
of this Warrant for registration of transfer as provided in this
Article 2.

     SECTION 2.03. Transfer of Warrant.  WLR agrees to maintain at the
Warrant Agency books for the registration of transfers of the
Warrants, and transfer of this Warrant and all rights hereunder shall
be registered, in whole or in part, on such books, upon surrender of
this Warrant at the Warrant Agency, together with a written assignment
of this Warrant duly executed by the Holder or its duly authorized
agent or attorney, with (if the Holder is a natural person) signatures
guaranteed by a bank or trust company or a broker or dealer registered
with the NASD, and funds sufficient to pay any transfer taxes payable
upon such transfer.  Upon surrender and, if required, such payment,
WLR shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denominations specified in the
instrument of assignment (which shall be whole numbers of shares only)
and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be
canceled.
                                       3
<PAGE>

      SECTION 2.04. Division or Combination of Warrants.  This Warrant
may be divided or combined with other Warrants upon presentment hereof
and of any Warrant or Warrants with which this Warrant is to be
combined at the Warrant Agency, together with a written notice
specifying the names and denominations (which shall be whole numbers
of shares only) in which the new Warrant or Warrants are to be issued,
signed by the holders hereof and thereof or their respective duly
authorized agents or attorneys.  Subject to compliance with Section
2.03 as to any transfer or assignment which may be involved in the
division or combination, WLR shall execute and deliver a new Warrant
or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.

     SECTION 2.05. Loss, Theft, Destruction of Warrant Certificates. 
Upon receipt of evidence satisfactory to WLR of the ownership of and
the loss, theft, destruction or mutilation of any Warrant and, in the
case of any such loss, theft or destruction, upon receipt of indemnity
or security satisfactory to WLR (it being understood and agreed that
if the holder of such Warrant is First Union, CoreStates, Harris,
Crestar or a Purchaser, then a written agreement of indemnity given by
such holder alone shall be satisfactory to WLR and no further security
shall be required) or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant, WLR will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same
aggregate number of shares of Common Stock.

     SECTION 2.06. Expenses of Delivery of Warrants.  WLR shall pay
all expenses, taxes (other than transfer taxes) and other charges
payable in connection with the preparation, issuance and delivery of
Warrants hereunder.


                               ARTICLE 3

                            CERTAIN RIGHTS

     SECTION 3.01. Right and Obligations under the Warrantholders
Rights Agreement.  The holder of this Warrant is entitled to the
benefits and subject to the terms of the Warrantholders Rights
Agreement dated as of February 25, 1998 among WLR and the
Warrantholders listed on the signature pages thereof  (as amended from
time to time, the "Warrantholders Rights Agreement").  WLR shall keep
or cause to be kept a copy of the Warrantholders Rights Agreement, and
any amendments thereto, at the Warrant Agency and shall furnish,
without charge, copies thereof to the Holder upon request.

     SECTION 3.02. Determination of Fair Market Value.  Subject to
Section 3.03 hereof, each determination of Fair Market Value hereunder
shall be made in good faith by WLR.  Upon each determination of Fair
Market Value by WLR hereunder WLR shall promptly give notice thereof
to all Warrantholders, setting forth in reasonable detail the
calculation of such Fair Market Value and the method and basis of
determination thereof (the "WLR Determination").

     SECTION 3.03. Contest and Appraisal Rights.  (a) If the holders
of Warrants entitling such holders to purchase a majority of the
Common Stock subject to purchase upon exercise of Warrant at the time
outstanding (exclusive of Warrants then owned by WLR or any Subsidiary
or Affiliate thereof) (the "Required Interest") shall disagree with
the WLR Determination and shall by notice to WLR given within ten
Business Days after WLR's notice of the WLR Determination (an
"Appraisal Notice") elect to dispute the WLR's Determination, such
dispute shall be resolved as set forth in subsection (b) of this
Section.

(b)  WLR shall within 30 days after an Appraisal Notice shall have
been given pursuant to subsection (a) of this Section engage an
investment bank or other qualified appraisal firm acceptable to the
Required Interest (the "Appraiser") to make an independent
determination of Fair Market Value (the "Appraiser Determination"). 
The Appraiser Determination shall be final and binding on WLR and all
                                       4
<PAGE>

Warrantholders.  If the WLR Determination and the Appraiser
Determination differ by an amount of 10% or less of the WLR
Determination, then the costs of conducting the appraisal shall be
borne equally by WLR and the Warrantholders; if the WLR Determination
is greater than the Appraiser Determination by more than 10% of the
WLR Determination, then the costs of conducting the appraisal shall be
borne entirely by the Warrantholders; and if the Appraiser
Determination is greater than the WLR Determination by more than 10%
of the WLR Determination, then the costs of conducting the appraisal
shall be borne entirely by WLR; provided that in each case costs
separately incurred by WLR and any Warrantholders shall be separately
borne by them.

                               ARTICLE 4

                        ANTIDULUTION PROVISIONS

     SECTION 4.01. Adjustment Generally.  The number of shares of
Common Stock (or other securities or property) issuable upon exercise
of this Warrant shall be subject to adjustment from time to time upon
the occurrence of certain events as provided in this Article 4.
                                                               
     SECTION 4.02. Common Stock Reorganization.  If WLR shall
subdivide its outstanding shares of Common Stock (or any class
thereof) into a greater number of shares or consolidate its
outstanding shares of Common Stock (or any class thereof) into a
smaller number of shares or make any other distribution upon any
capital stock of WLR payable in Common Stock, Options or Convertible
Securities (any such event being called a "Common Stock
Reorganization"), then the number of shares of Common Stock subject to
purchase upon exercise of this Warrant shall be adjusted, effective at
such time, to a number determined by multiplying the number of shares
of Common Stock subject to purchase immediately before such Common
Stock Reorganization by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding after giving effect
to such Common Stock Reorganization and the denominator of which shall
be the number of shares of Common Stock outstanding immediately before
such Common Stock Reorganization.

     SECTION 4.03. Common Stock Distribution.  (a) If WLR shall issue,
sell or otherwise distribute any shares of Common Stock, other than
pursuant to a Common Stock Reorganization (which is governed by
Section 4.02 hereof) (any such event, including any event described in
paragraphs (b) and (c) below, being herein called a "Common Stock
Distribution"), for a consideration per share less than the Exercise
Price then in effect or less than the Fair Market Value of WLR per
share of outstanding Common Stock on a Fully Diluted Basis on the date
of such Common Stock Distribution (before giving effect to such Common
Stock Distribution), then, effective upon such Common Stock
Distribution, the number of shares of Common Stock subject to purchase
upon exercise of this Warrant shall be increased to a number
determined by multiplying the number of shares of Common Stock subject
to purchase immediately before such Common Stock Distribution by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such
Common Stock Distribution and the denominator of which shall be the
sum of the number of shares outstanding immediately before giving
effect to such Common Stock Distribution (both calculated on a Fully
Diluted Basis) plus the number of shares of Common Stock which the
aggregate consideration received by WLR with respect to such Common
Stock Distribution would purchase at the Fair Market Value of WLR per
share of outstanding Common Stock on a Fully Diluted Basis on the date
of such Common Stock Distribution before giving effect to such Common
Stock Distribution.  In computing adjustments under this paragraph,
fractional interests in Common Stock shall be taken into account to
the nearest one-thousandth of a share.

The provisions of this paragraph (a), including by operation of
paragraph (b) or (c) below, shall not operate to reduce the number of
shares of Common Stock subject to purchase upon exercise of this
Warrant.
                                       5
<PAGE>

     (b) If WLR shall issue, sell, distribute or otherwise grant in
any manner (including by assumption) any rights to subscribe for or to
purchase, or any warrants or options for the purchase of Common Stock
("Options") or any stock or securities convertible into or
exchangeable for Common Stock (such rights, warrants or options being
herein called "Convertible Securities"), whether or not such Options
or the rights to convert or exchange any such Convertible Securities
in respect of such Option are immediately exercisable, and the price
per share for which Common Stock is issuable upon the exercise of such
Options or upon conversion or exchange of such Convertible Securities
in respect of such Options (determined by dividing (i) the aggregate
amount, if any, received or receivable by WLR as consideration for the
granting of such Options, plus the minimum aggregate amount of
additional consideration payable to WLR upon the exercise of all such
Options, plus, in the case of Options to acquire Convertible
Securities, the minimum aggregate amount of additional consideration,
if any, payable upon the issuance or sale of such Convertible
Securities and upon the conversion or exchange thereof, by (ii) the
total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such
Options) shall be less than the Exercise Price then in effect or less
than the Fair Market Value of WLR per share of outstanding Common
Stock on a Fully Diluted Basis on the date of granting such Options
(before giving effect to such grant), then, for purposes of paragraph
(a) above, the total maximum number of shares of Common Stock issuable
upon the exercise oxchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued as of the date of granting of such
Options and thereafter shall be deemed to be outstanding and WLR shall
be deemed to have received as consideration such price per share,
determined as provided above, therefor.  Except as otherwise provided
in paragraph (d) below, no additional adjustment of the number of
shares subject to purchase upon exercise of this Warrant shall be made
upon the actual exercise of such Options or upon conversion or
exchange of such Convertible Securities.

     (c) If WLR shall issue, sell or otherwise distribute (including
by assumption) any Convertible Securities, whether or not the rights
to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such
conversion or exchange (determined by dividing (i) the aggregate
amount received or receivable by WLR as consideration for the
issuance, sale or distribution of such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any,
payable to WLR upon the conversion or exchange thereof, by (ii) the
total maximum number of shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities) shall be
less than the Exercise Price then in effect or less than the Fair
Market Value of WLR per share of outstanding Common Stock on a Fully
Diluted Basis on the date of such issuance, sale or distribution
(before giving effect to such issuance, sale or distribution), then,
for purposes of paragraph (a) above, the total maximum number of
shares of Common Stock issuable upon conversion or exchange of all
such Convertible Securities shall be deemed to have been issued as of
the date of the issuance, sale or distribution of such Convertible
Securities and thereafter shall be deemed to be outstanding and WLR
shall be deemed to have received as consideration such pricas provided
above, therefor.  Except as otherwise provided in paragraph (d) below,
no additional adjustment of the number of shares subject to purchase
upon exercise of this Warrant shall be made upon the actual conversion
or exchange of such Convertible Securities.

     (d) If (i) the purchase price provided for in any Option referred
to in paragraph (b) above or the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities
referred to in paragraph (b) or (c) above or the rate at which any
Convertible Securities referred to in paragraph (b) or (c) above are
convertible into or exchangeable for Common Stock shall change at any
time (other than under or by reason of provisions designed to protect
against dilution upon an event which results in a related adjustment
pursuant to this Article 4), (ii) any of such Options or Convertible
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<PAGE>

Securities shall have terminated, lapsed or expired, or (iii) any
Options or Convertible Securities outstanding on February 25, 1998
shall have terminated, lapsed or expired, then the number of shares
which are then subject to purchase upon exercise of this Warrant shall
forthwith be readjusted (effective only with respect to any exercise
of this Warrant after such readjustment) to the number of shares which
would have been subject to purchase upon exercise of this Warrant (A)
had the adjustment made upon the issuance, sale, distribution or grant
of such Options or Convertible Securities been made based upon such
changed purchase price, additional consideration or conversion rate,
as the case may be (in the case of any event referred to in clause (i)
of this paragraph (d)) or (B) had such adjustment not been made (in
the case of any event referred to in clause (ii) of this paragraph
(d)) or (C) had the shares of Common Stock issuable upon the exercise
or conversion of such Options or Convertible Securities not been
deemed outstanding for purposes of calculating the number of shares
for which the Warrants originally issuwere exercisable (in the case of
any event referred to in clause (iii) of this paragraph (d)).

     (e) If any shares of Common Stock, Options or Convertible
Securities shall be issued, sold or distributed for cash, the
consideration received therefor shall be deemed to be the amount
received by WLR therefor, after deduction therefrom of any expenses
incurred in connection therewith.  If any shares of Common Stock,
Options or Convertible Securities shall be issued, sold or distributed
for a consideration other than cash, the amount of the consideration
other than cash received by WLR shall be deemed to be the Fair Market
Value of such consideration, after deduction of any expenses incurred
in connection therewith.  If any shares of Common Stock, Options or
Convertible Securities shall be issued in connection with any merger
in which WLR is the surviving corporation, the amount of consideration
therefor shall be deemed to be the Fair Market Value of such portion
of the assets and business of the non-surviving corporation as shall
be attributable to such Common Stock, Options or Convertible
Securities, as the case may be.  If any Options shall be issued in
connection with the issuance and sale of other securities of WLR,
together comprising one integral transaction in which no specific
consideration is allocated to such Options by the parties thereto,
such Options shall be deemed to have been issued without
consideration.

     SECTION 4.04. Special Dividends.  If WLR shall issue or
distribute to any holder or holders of shares of Common Stock evidence
of indebtedness, any other securities of WLR or any cash, property, or
other assets (excluding a Common Stock Reorganization or a Common
Stock Distribution), whether or not accompanied by a purchase,
redemption or other acquisition of shares of Common Stock (any such
nonexcluded event being herein called a "Special Dividend"), the
number of shares of Common Stock subject to purchase upon exercise of
this Warrant shall be increased to a number determined by multiplying
the number of shares of Common Stock subject to purchase immediately
before such Special Dividend by a fraction, the numerator of which
shall be the Fair Market Value of WLR per share of outstanding Common
Stock as of the effective date of such Special Dividend and the
denominator of which shall be such Fair Market Value per share less
any cash and the then Fair Market Value of any evidence of
indebtedness, securities or property or other assets issued or
distributed in such Special Dividend with respect to one share of
Common Stock.  A reclassification of Common Stock (other than a change
in par value, or from par value to no par value or from no par value
to par value) into shares of Common Stock and shares of any other
class of stock shall be deemed a distribution by WLR to holders of
such Common Stock of such shares of such other class of stock and, if
the outstanding shares of Common Stock shall be changed into a larger
or smaller number of shares of Common Stock as part of such
reclassification, a Common Stock Reorganization.

     SECTION 4.05. Capital Reorganizations.  If there shall be any
consolidation or merger to which WLR is a party, other than a
consolidation or a merger of which WLR is the continuing corporation
and which does not result in any reclassification of, or change (other
than a Common Stock Reorganization) in, outstanding shares of Common
                                       7
<PAGE>

Stock, or any sale or conveyance of the property of WLR as an entirety
or substantially as an entirety, or any recapitalization of WLR (any
such event being called a "Capital Reorganization"), then, effective
upon the effective date of such Capital Reorganization, the Holder
shall no longer have the right to purchase Common Stock, but shall
have instead the right to purchase, upon exercise of this Warrant, the
kind and amount of shares of stock and other securities and property
(including cash) which the Holder would have owned or have been
entitled to receive pursuant to such Capital Reorganization if this
Warrant had been exercised immediately prior to the effective date of
such Capital Reorganization.  As a condition to effecting any Capital
Reorganization, WLR or the successor or surviving corporation, as the
case may be, shall (a) execute and deliver to each Warrantholder and
to the Warrant Agency an agreement as to the Warrantholders' rights in
accordance with this Section 4.05, providing, to the extent of any
right to purchase equity securities hereunder, for subsequent
adjustments as nearly equivalent as may be practicable to the
adjustments provided for in this Article 4 and (b) provide each
Regulation Y Holder with an opinion of counsel reasonably satisfactory
to such Regulation Y Holder and such other assurances as any
Regulation Y Holder may reasonably request to the effect that the
ownership and exercise by any Regulation Y Holder of this Warrant
after giving effect to such Capital Reorganization shall not be
prohibited by the BHC Act or the regulations thereunder.  The
provisions of this Section 4.05 shall similarly apply to successive
Capital Reorganizations.

     SECTION 4.06. Adjustment Rules.  Any adjustments pursuant to this
Article 4 shall be made successively whenever an event referred to
herein shall occur, except that, notwithstanding any other provision
of this Article 4, no adjustment shall be made to the number of shares
of Common Stock to be delivered to each Holder (or to the Exercise
Price) if such adjustment represents less that 1% of the number of
shares previously required to be so delivered, but any lesser
adjustment shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which together with any
adjustments so carried forward shall amount to 1% or more of the
number of shares to be so delivered. No adjustment shall be made
pursuant to this Article 4 in respect of the issuance from time to
time of shares of Common Stock upon the exercise of any of the
Warrants or any Options listed in Schedule 6.1(z) to the Credit
Agreement or upon the conversion or exchange of any Convertible
Securities listed in such Schedule 6.1(z), in each case in accordance
with the terms of such Options or Convertible Securities as in effect
on the date of the Warrantholders' Rights Agreement.  If WLR shall
take a record of the holders of its Common Stock for any purpose
referred to in this Article 4, then (i) such record date shall be
deemed to be the date of issuance, sale, distribution or grant in
question and (ii) if WLR shall legally abandon such action prior to
effecting such action, no adjustment shall be made pursuant to this
Section 4 in respect of such action.

     SECTION 4.07. Proceedings Prior to Any Action Requiring
Adjustment.  As a condition precedent to the taking of any action
which would require an adjustment pursuant to this Article 4, WLR
shall take any action which may be necessary, including obtaining
regulatory approvals or exemptions, in order that (a) WLR may
thereafter validly and legally issue as fully paid and nonassessable
all shares of Common Stock which the holders of Warrants are entitled
to receive upon exercise thereof and (b) the ownership and exercise of
any Warrant by any Regulation Y Holder shall not be prohibited by the
BHC Act or the regulations thereunder.

     SECTION 4.08. Notice of Adjustment.  Not less than 10 nor more
than 30 days prior to the record date or effective date, as the case
may be, of any action which requires or might require an adjustment or
readjustment pursuant to this Article 4, WLR shall give notice to each
Warrantholder of such event, describing such event in reasonable
detail and specifying the record date or effective date, as the case
may be, and, if determinable, the required adjustment and the
computation thereof.  If the required adjustment is not determinable
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<PAGE>

at the time of such notice, WLR shall give notice to each
Warrantholder of such adjustment and computation promptly after such
adjustment becomes determinable.

                               ARTICLE 5

PURCHASE, REDEMPTION, GIVEB ACK AND CANCELLATION OF WARRANTS

     SECTION 5.01. Purchases of Warrants by WLR.  WLR shall have the
obligation to purchase or otherwise acquire Warrants at such times, in
such manner and for such consideration as set forth below.

     SECTION 5.02. Optional Redemption of Warrants.  The Holder may,
by notice to WLR, demand a determination of the Redemption Price (a
"Determination Notice") for purposes of this Section 5.02: (a) at any
time and from time to time on or after the repayment in full of all
principal of and premium and interest on the Notes (as defined in the
Credit Agreement) and the Insurance Company Notes and the termination
of the Commitment under the Credit Agreement and (b) on or within 30
days after the date on which WLR shall have delivered a Refinancing
Notice (any such redemption pursuant to this clause (b), a
"Refinancing Redemption").  Within 30 days (or, in the case of a
Refinancing Redemption, five Business Days) after the receipt  of any
Determination Notice from the Holder, WLR shall give to the Holder
notice of the Redemption Price, including a reasonably detailed
description of the method of calculation thereof, determined as of the
day preceding such notice of the Redemption Price.  At any time within
ten Business Days after receipt of notice of the Redemption Price and
the resolution of any dispute with respect thereto pursuant to Section
3.03 hereof, WLR may redeem this Warrant, in whole or in part, after
giving effect to any giveback of this Warrant pursuant to Section 5.03
hereof that has occurred or that would result from the consummation of
the refinancing described in any Refinancing Notice on the proposed
closing date set forth in such Refinancing Notice, at the Redemption
Price by notice to the Holder, payable on the third Business Day after
notice of such exercise (or, in the case of a Refinancing Redemption,
on the closing date of such refinancing) (any such date, the
"Redemption Due Date") in immediately available funds to the Holder
upon surrender of this Warrant at the Warrant Agency or, if requested
by the Holder, by wire transfer to any account in the United States of
America specified by such Holder by notice to WLR.  Thereupon, the
right to purchase shares of Common Storant as to which WLR has
exercised its right of redemption shall terminate, and this Warrant
shall represent the right of the Holder to receive the full Redemption
Price from WLR in accordance with this Section.  WLR's right to redeem
this Warrant pursuant to this Section 5.02 shall be referred to
hereinafter as the WLR's "Optional Redemption Right."

     SECTION 5.03. Warrant Giveback.

     In the event that WLR repays in full all principal of and premium
and interest on the Term Loan Notes (as defined in the Credit
Agreement) and the Insurance Company Notes, on or before any of the
dates set forth below, then the number of Warrant Shares for which
this Warrant is exercisable shall be automatically reduced, without
any other action by WLR or the Holder and without any change in the
Exercise Price, by the number of Warrant Shares equal to the product
of (i) the number of Warrant Shares for which this Warrant is then
exercisable multiplied by (ii) the percentage set forth opposite the
applicable date below:

                    Date                     Percentage
                    August 31, 1998          70%
                    January 31, 1999         50%
                    May 31, 1999             25%

     SECTION 5.04. Cancellation of Warrants.  All warrants purchased,
redeemed or otherwise acquired by WLR shall thereupon be canceled and
                                       9
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retired.  The Warrant Agency shall cancel any Warrant surrendered for
exercise or registration of transfer or exchange and deliver such
canceled Warrants to WLR.

                               ARTICLE 6

                              DEFINITIONS

     The following terms, as used in this Warrant, have the following
meanings:

     "Affiliate" means, with respect to any Person, any of (i) a
director or executive officer of such Person, (ii) a spouse, parent,
sibling or descendant of such Person (or a spouse, parent, sibling or
descendant of any director or executive officer of such Person) and
(iii) any other Person that, directly or indirectly, through one or
more intermediaries controls, or is controlled by or is under common
control with such Person.  For the purpose of this definition,
"control" (including the terms "controlling", "controlled by" and
"under common control with"), as used with respect to any Person,
means (a) the power to vote five percent (5%) or more of the
securities or other equity interests of a Person having ordinary
voting power or (b) the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities or
by contract or agency or otherwise.
                                   
     "Appraisal Notice" has the meaning set forth in Section 3.03(a).

     "Appraiser" has the meaning set forth in Section 3.03(b).

     "Appraiser Determination" has the meaning set forth in Section
3.03(b).

     "BHC Act" means the Bank Holding Company Act of 1956, as amended.

     "Business Day" means (a) if Common Stock is listed or admitted to
trading on a national securities exchange or quoted on NASDAQ, a day
on which the principal national securities exchange on which the
Common Stock is listed or admitted to trading or NASDAQ is open for
business or (b) if Common Stock is not so listed or admitted to
trading or quoted, a day on which the New York Stock Exchange is open
for business.

     "Capital Reorganization" has the meaning set forth in Section
4.05.

     "Closing Price" on any day means (a) if Common Stock is listed or
admitted for trading on a national securities exchange or quoted on
NASDAQ, the reported last sales price or, if no such reported sale
occurs on such day, the reported last sales price on the most recent
day on which any reported sale has occurred, in each case on the
principal national securities exchange on which Common Stock is listed
or admitted to trading or on NASDAQ, or (b) if Common Stock is not
listed or admitted to trading on any national securities exchange or
quoted on NASDAQ, the average of the closing bid and asked prices in
the over-the-counter market on such day as reported by the NASD or any
comparable system or, if not so reported, as reported by any New York
Stock Exchange member firm selected by WLR for such purpose.

     "Common Stock" means the Class A Common Stock, no par value, of
WLR.

     "Common Stock Distribution" has the meaning set forth in Section
4.03(a).

     "Common Stock Reorganization" has the meaning set forth in
Section 4.02.

     "Convertible Securities" has the meaning set forth in Section
4.03(b).
                                       10
<PAGE>


     "Credit Agreement" has the meaning set forth in the second
paragraph of this Warrant.

     "Determination Notice" has the meaning set forth in Section 5.02.

     "Dispute" means any dispute, claim or controversy arising out of,
connected with or relating to this Warrant.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor Federal statute, and the rules and
regulations of the Securities and Exchange Commission (or its
successor) thereunder, all as the same shall be in effect at the time.

     "Exercise Price" means $.01 per Warrant Share.

     "Fair Market Value" as at any date of determination means the
fair market value of the business or property or services in question
as of such date, as determined in good faith by the Board of Directors
of WLR or otherwise in accordance with Section 3.03 hereof. 
Notwithstanding the foregoing, if, at any date of determination of the
Fair Market Value of WLR, the Common Stock shall then be publicly
traded, the Fair Market Value of WLR on such date shall be the Market
Price on such date multiplied by the number of shares of Common Stock
then outstanding on a Fully Diluted Basis.  Determination of the Fair
Market Value of WLR per share of Common Stock, shall be made without
giving effect to any discount for (i) minority interest or (ii) any
lack of liquidity of the Common Stock due to the fact that there may
be no or a limited public market for the Common Stock.

     "Fully Diluted Basis" means, with respect to any determination or
calculation, that such determination or calculation is performed on a
fully diluted basis determined in accordance with generally accepted
accounting principles as in effect from time to time.

     "Holder" has the meaning set forth in the first paragraph of this
Warrant.

     "Insurance Company Notes" mean the notes issued by WLR pursuant
to the Note Purchase Agreement.

     "Market Price" as at any date of determination means the average
of the daily Closing Prices of a share of Common Stock for the shorter
of (i) the 20 consecutive Business Days ending on the most recent
Business Day prior to the Time of Determination and (ii) the period
commencing on the date next succeeding the first public announcement
of the issuance, sale, distribution, grant or exercise in question
through such  most recent Business Day prior to the Time of
Determination.  "Time of Determination" means the time and date of the
earliest of (x) the determination of the stockholdders to exercise
their rights set forth in Section 5.02 hereof and (z) the commencement
of "ex-dividend" trading in respect thereof.

     "NASD" means The National Association of Securities Dealers, Inc.

     "NASDAQ" means The NASDAQ Stock Market.

     "Note Purchase Agreement" has the meaning set forth in the second
paragraph of this Warrant.

     "Optional Redemption Right" has the meaning set forth in Section
5.02.

     "Options"  has the meaning set forth in Section 4.03(b).

     "Person" means any natural person, corporation, limited
partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank, trust company, land trust, business
trust or other organization, whether or not a legal entity, and any
                                       11
<PAGE>

governmental agency or political subdivision thereof.

     "Purchasers" has the meaning set forth in the second paragraph of
this Warrant.

     "Redemption Due Date" has the meaning set forth in Section 5.02
hereof.

     "Redemption Price" means, as of any date of determination, a
price equal to the excess of (a) the Fair Market Value per share of
Common Stock of WLR over (b) the Exercise Price then in effect.

     "Refinancing Notice" has the meaning set forth in Section 5.05
hereof.

     "Regulation Y Holder" means the Holder or a holder of Warrant
Shares, if such Holder or holder of Warrant Shares is a bank holding
company within the meaning of the BHC Act or a subsidiary thereof
subject to Regulation Y under the BHC Act.

     "Required Interest" has the meaning set forth in Section 3.03(a).

     "Securities Act" means the Securities Act of 1933, as amended,
and rules and regulations of the Securities Exchange Commission
thereunder.

     "Special Dividend" has the meaning  set forth in Section 4.04.

     "Subsidiary" of any Person means any corporation, partnership,
joint venture, association or other business entity of which more than
50% of the total voting power of shares of stock or other interests
therein entitled to vote in the election of members of the board of
directors, partnership committee, board of managers or trustees or
other managerial body thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person or a combination thereof.  Unless
otherwise specified, "Subsidiary" means a Subsidiary of WLR and
"Subsidiaries" means all Subsidiaries of WLR.

     "Warrant Agency" has the meaning set forth in section 2.01.

     "Warrant Shares" means the shares of Common Stock issuable upon
the exercise of the Warrants.

     "Warrantholder" means a holder of a Warrant.

     "Warrantholders Rights Agreement" has the meaning set forth in
Section 3.01.

     "Warrants" has the meaning set forth in the second paragraph of
this Warrant.

     "WLR" has the meaning set forth in the first paragraph of this
Warrant.

     "WLR Determination" has the meaning set forth in Section 3.02(a).

     All references herein to "days" shall mean calendar days unless
otherwise specified.

                               ARTICLE 7

                             MISCELLANEOUS

     SECTION 7.01. Notices.

     (a)  Method of Communication.  Except as otherwise provided in
this Warrant, all notices and communications hereunder shall be in
writing, or by telephone subsequently confirmed in writing.  Any
                                       12
<PAGE>

notice shall be effective if delivered by hand delivery or sent via
telecopy, recognized overnight courier service or certified mail,
return receipt requested, and shall be presumed to be  received by a
party hereto (i) on the date of delivery if delivered by hand or sent
by telecopy, (ii) on the next Business Day if sent by recognized
overnight courier service and (iii) on the third Business Day
following the date sent by certified mail, return receipt requested. 

     (b)  Addresses for Notices.  Notices to any party shall be sent
to it at the following addresses, or any other address as to which all
the other parties are notified in writing.

If to WLR:                                   WLR Foods, Inc.
                                        800 Co-op Drive
                                        Timberville, Virginia 22853
                                        Attention: Robert Ritter, CFO
                                        Telephone No.: (540) 896-7001
                                        Telecopy No.: (540) 896-0498

Or, if sent by mail:

                                        WLR Foods, Inc.
                                        P.O. Box 7000
                                        Broadway, Virginia 22815
                                        Attention: Robert Ritter, CFO

If to the Holder:
                                        (FIELD)Address

     SECTION 7.02. Expenses.  WLR will pay all out-of-pocket expenses
of the Holder in connection with: (i) the preparation, execution and
delivery of this Warrant, including all out-of-pocket due diligence
expenses, taxes and reasonable fees and disbursements of counsel for
the Holder; and (ii) the preparation, execution and delivery of any
waiver, amendment or consent by the Holder relating to this Warrant,
including reasonable fees and disbursements of counsel for the Holder
and taxes imposed in connection therewith.

     SECTION 7.03. Governing Law.  This Warrant shall be governed by,
construed and enforced in accordance with the laws of the State of New
York, without reference to the conflicts or choice of law principles
thereof.

     SECTION 7.04. Consent to Jurisdiction.  WLR hereby irrevocably
consents to the personal jurisdiction of the United States District
Court for the Southern District of New York and the Supreme Court of
the State of New York, County of New York in any action, claim or
other proceeding arising out of any dispute in connection with this
Warrant, any rights or obligations hereunder, or the performance of
such rights and obligations.  WLR hereby irrevocably consents to the
service of a summons and complaint and other process in any action,
claim or proceeding brought by the Holder in connection with this
Warrant, any rights or obligations hereunder, or the performance of
such rights and obligations, on behalf of itself or its property, in
the manner specified in Section 7.01.  Nothing in this Section 7.04
shall affect the right of Holder to serve legal process in any other
manner permitted by Applicable Law (as defined in the Credit
Agreement) or affect the right of the Holder to bring any action or
proceeding against WLR or its properties in the courts of any other
jurisdictions.

     SECTION 7.05. Waiver of Jury Trial; Waiver of Punitive Damages.

     (a)  WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE HOLDER AND WLR HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER
PROCEEDING ARISING OUT OF, OR ANY DISPUTE IN CONNECTION WITH, THIS
WARRANT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF
SUCH RIGHTS AND OBLIGATIONS.
                                       13
<PAGE>

     (b)  Waiver of Punitive Damages.  The Holder and WLR agree that
they shall not have a remedy of punitive or exemplary damages against
the other in any Dispute and hereby waive any right or claim to
punitive or exemplary damages they have now or which may arise in the
future in connection with any Dispute whether the Dispute is resolved
by arbitration or judicially.

     SECTION 7.06. Injunctive Relief.  WLR recognizes that, in the
event WLR fails to perform, observe or discharge any of its
obligations or liabilities under this Warrant, any remedy of law may
prove to be inadequate relief to the Holder.  Therefore, WLR agrees
that the Holder, at the Holder's option, shall be entitled to
temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages.

     SECTION 7.07 Successors and Assigns.  This Warrant shall be
binding upon and inure to the benefit of WLR and the Holder, and their
respective successors and assigns, except that WLR shall not assign or
transfer any of its rights or obligations under this Warrant without
the prior written consent of the Holder.

     SECTION 7.08. Amendments, Waivers and Consents; Renewal.  Any
term, covenant, agreement or condition of this Warrant may be amended
or waived by the Holder, and any consent given by the Holder, if, but
only if, such amendment, waiver or consent is in writing signed by the
Holder and, in the case of an amendment, signed by WLR.

     SECTION 7.09. Performance of Duties.  WLR's obligations under
this Warrant shall be performed by WLR at its sole cost and expense,
except as otherwise expressly provided herein.

     SECTION 7.10. Indemnification.  WLR agrees to reimburse the
Holder for all reasonable costs and expenses, including all counsel or
other expert or consultant fees and disbursements incurred, and to
indemnify and hold the Holder harmless from and against all losses
suffered by the Holder in connection with (i) the exercise by the
Holder of any right or remedy granted to it under this Warrant and
(ii) any claim, and the prosecution or defense thereof, arising out of
or in any way connected with this Warrant; provided that WLR shall not
be obligated to reimburse the Holder for costs and expenses, or
indemnify the Holder for any loss, resulting from the gross negligence
or willful misconduct of the Holder.

     SECTION 7.11.  Survival of Indemnities.  Notwithstanding any
exercise or expiration of this Warrant, the indemnities to which the
Holder is entitled under the provisions of this Article 7 and any
other provision of this Warrant shall continue in full force and
effect and shall protect the Holder against events arising after such
termination as well as before.

     SECTION 7.12. Titles and Captions.  Titles and captions of
Articles, Sections and subsections in this Warrant are for convenience
only, and neither limit nor amplify the provisions of this Warrant.

     SECTION 7.13. Severability of Provisions.  Any provision of this
Warrant which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of
such prohibition or unenforceability without invalidating the
remainder of such provision or the remaining provisions hereof or
thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
                                       14
<PAGE>      
           
     IN WITNESS WHEREOF, WLR has caused this Warrant to be executed by
its duly authorized officers, all as of the day and year first written
above.


                                   WLR FOODS, INC.


                                   By:____________
                                   Name:__________
                                   Title:_________




[CORPORATE SEAL]

Attest:__________




Name:____________
Title:___________
                                       15
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