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 March 29, 1997

          OR

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

                    COMMISSION FILE NUMBER 0-17060

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

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

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

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

Indicate by cross mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes (X) No ()

The number of shares outstanding of Registrant's Common Stock, no par
value, at May 9, 1997 was 16,585,834 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                         March 29,      March 30,
                                                                1997          1996
<S>                                                          <C>            <C>
Net sales                                                    $222,225       $216,263 
Cost of sales                                                 211,244        203,543 
                                                             --------       -------- 
   Gross profit                                                10,981         12,720 
Selling, general and administrative expenses                   22,991         21,994 
                                                             --------       -------- 
   Operating loss                                             (12,010)        (9,274)
Other expense:
   Interest expense                                             3,261          2,271 
   Miscellaneous (income)                                        (124)           (65)
                                                             --------       -------- 
   Other expense                                                3,137          2,206 
                                                             --------       -------- 
Loss before income taxes and minority interest                (15,147)       (11,480)
Income tax benefit                                             (5,524)        (4,419)
Minority interest in net earnings
  of consolidated subsidiary                                       14              1 
                                                             --------       -------- 
NET LOSS                                                      ($9,637)       ($7,062)
                                                             ========       ======== 
NET LOSS PER COMMON SHARE                                      ($0.56)        ($0.40)

AVERAGE COMMON SHARES OUTSTANDING                              17,107         17,625 

CASH DIVIDENDS DECLARED PER COMMON SHARE (Note 6)                   0          $0.06 

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
                            WLR FOODS, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
(unaudited)                                                    Thirty-nine weeks ended
In thousands, except per share data                           March 29,      March 30, 
                                                                 1997           1996   
<S>                                                           <C>             <C>
Net sales                                                     $758,785        $734,856 
Cost of sales                                                  716,065         652,887 
                                                              --------        -------- 
   Gross profit                                                 42,720          81,969 
Selling, general and administrative expenses                    70,576          72,377 
                                                              --------        -------- 
   Operating income (loss)                                     (27,856)          9,592 
Other expense:
   Interest expense                                              9,369           6,453 
   Miscellaneous (income)                                         (916)           (268)
                                                              --------        -------- 
   Other expense                                                 8,453           6,185 
                                                              --------        -------- 
Earnings (loss) before income taxes and minority interest      (36,309)          3,407 
Income tax expense (benefit)                                   (13,249)          1,308 
Minority interest in net earnings of consolidated subsidiary        40              22 
                                                              --------        --------    
NET EARNINGS(LOSS)                                            ($23,100)         $2,077 
                                                              ========        ======== 
NET EARNINGS(LOSS) PER COMMON SHARE                             ($1.32)          $0.12 

AVERAGE COMMON SHARES OUTSTANDING                               17,514          17,483 

CASH DIVIDENDS DECLARED PER COMMON SHARE (Note 6)                $0.12           $0.18 

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                          1
<PAGE>
<TABLE>
                          WLR FOODS, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
<CAPTION>
Dollars in thousands
                                                                March 29,   June 29, 
                                                                  1997        1996   
                                                              (unaudited)
<C>                                                             <S>         <S>
ASSETS                                                          
Current Assets
   Cash and cash equivalents                                        $287        $724 
   Accounts receivable, less allowance for
   doubtful accounts of $1,560 and $708                           67,659      79,932 
   Inventories (Note 2)                                          157,754     171,951 
   Income taxes receivable                                           209      10,802 
   Other current assets                                           13,490       4,275 
                                                                --------    -------- 
    Total current assets                                         239,399     267,684 

Property, plant and equipment, net                               162,875     177,268 
Other assets                                                       7,571       6,751 
                                                                --------    -------- 
TOTAL ASSETS                                                    $409,845    $451,703 
                                                                ========    ======== 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Notes payable to banks                                            $12     $30,776 
   Current maturities of long-term debt                            4,622       7,983 
   Excess checks over bank balances                               13,462      14,788 
   Trade accounts payable                                         31,987      31,997 
   Accrued expenses                                               24,115      23,887 
   Deferred income taxes                                          10,673      12,574 
   Other current liabilities                                           0       1,061 
                                                                --------    -------- 
    Total current liabilities                                     84,871     123,066 

Long-term debt, excluding current maturities                     168,228     138,510 
Deferred income taxes                                              8,406       8,849 
Minority interest in consolidated subsidiary                         584         552 
Other liabilities and deferred credits                             3,502       3,392 

Common stock subject to repurchase                                 8,875      17,750 

Shareholders' equity:
   Common stock, no par value.                                    62,953      61,981 
   Additional paid-in capital                                      2,974       2,974 
   Retained earnings                                              69,452      94,629 
                                                                --------    -------- 
    Total shareholders' equity                                   135,379     159,584 
                                                                --------    -------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $409,845    $451,703 
                                                                ========     =======    



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

<TABLE>
                         WLR FOODS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(unaudited)                                               Thirty-nine weeks ended
Dollars in thousands                                        March 29,   March 30, 
                                                               1997        1996

<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)                                         ($23,100)      $2,077 
Adjustments to reconcile net earnings (loss) to
  net cash provided by (used in)operating activities:
Depreciation and amortization                                 21,218       20,915 
Gain on sale of property, plant and equipment                     (1)        (108)
Deferred income taxes                                         (2,344)        (298)
Other, net                                                       547          335 
Change in operating assets and liabilities:
  (net of acquired businesses):
   Decrease in accounts receivable                            12,273        3,388 
   Decrease(Increase) in inventories                          14,197      (37,615)
   Decrease(Increase) in other current assets                  1,378       (3,339)
   Increase(Decrease) in accounts payable                        (10)       3,773 
   (Decrease)Increase in accrued expenses and other              338       (3,493)
                                                            --------     -------- 
Net Cash Provided by (Used in) Operating Activities           24,496      (14,365)

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment                    (6,978)     (16,619)
Cash used in acquisition, (including costs)                        0      (10,563)
Proceeds from sales of property, plant and equipment             209          784 
(Investments in) disposals of other assets                    (1,367)         819 
Minority interest in net earnings of consolidated
  subsidiary                                                      32           16 
                                                            --------     -------- 
Net Cash Used in Investing Activities                         (8,104)     (25,563)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt                         (55,643)     (13,892)
Proceeds from long-term debt                                  81,999       43,000 
Notes payable to banks (net of principal payments)           (30,764)       3,150 
Increase (decrease) in checks drawn not presented             (1,326)      12,292 
Issuance of common stock                                         972          977 
Repurchase of common stock                                    (8,875)      (2,821)
Dividends paid                                                (3,192)      (3,148)
                                                            --------     -------- 
Net Cash (Used in) Provided by Financing Activities          (16,829)      39,558 
                                                            --------     -------- 
Decrease in Cash and Cash Equivalents                           (437)        (370)

Cash and Cash Equivalents at Beginning of Fiscal Year            724          706 
                                                            --------     -------- 
Cash and Cash Equivalents at End of Period                      $287         $336 
                                                            ========     ======== 
Supplemental cash flow information:
Cash paid (refunded) for:
   Interest                                                   $6,882       $5,213 
   Income taxes                                              (10,418)       2,449 

</TABLE>

The Company considers all highly liquid investments with maturities 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  balances  and  transactions  have  been
eliminated  in consolidation.  The  consolidated balance  sheet as  of
March  29, 1997, and the consolidated statements of operations for the
thirteen  and thirty-nine  weeks ended  March 29,  1997 and  March 30,
1996,  and   the  consolidated  statements  of  cash   flows  for  the
thirty-nine  weeks ended  March  29,  1997  and  March  30,  1996  are
unaudited. In the opinion of management, all adjustments necessary for
fair presentation of such  consolidated financial statements have been
included.    Such  adjustments  consisted  only  of  normal  recurring
accruals   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 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 March 29, 1997 and June 29, 1996 follows:


                                  (unaudited)
Dollars in thousands               March 29,      June 29,
                                      1997          1996   

Live poultry and breeder flocks      $77,131       $71,263 
Processed poultry and meat products   49,863        66,895 
Packaging supplies, parts and other   18,036        18,051 
Feed, grain and eggs                  12,724        15,742 
                                    --------      -------- 
Total inventories                   $157,754      $171,951 
                                    ========      ======== 


3.  Acquisition

In December 1996,  the company issued 45,000 shares of common stock to
acquire an 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.  Acquisition of Common Stock

On  January 20,  1997,  the  company  entered  into  an  agreement  to
repurchase  1,774,999 shares  (approximately  10%  of the  outstanding
shares of its  common stock) from Cuddy Farms, Inc.  at $10 per share,
in   a  private  transaction.    Fifty  percent  of  the  shares  were
repurchased  in  January  1997,  25%  were repurchased  on  March  30,
1997(subsequent  to  the  quarter  close),  and   the   final  25%  is
scheduled 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.   The debt
is  unsecured with  an interest  rate based  on the  London Inter-Bank
Offering Rate  plus a  spread determined  by WLR Foods, Inc.'s debt to
capital ratio, calculated on a  quarterly basis.  The loan matures  in
February 2000.  
                                   4
<PAGE>

WLR  Foods, Inc. also modified its long-term private placement debt to
conform  to the  bank loan  mentioned above.   Interest  payments have
increased  by 1%  over the  original  rates of  the notes  but may  be
returned to original  levels under  the conditions as  defined in  the
revised agreements.
 
6. Stock Dividend

On March 20, 1997,  the Company's Board of Directors  declared a stock
dividend that was distributed on May 2, 1997 to shareholders of record
on April 11, 1997.  In lieu of the regular cash dividend, the dividend
was paid in stock with .00525 shares  being distributed for each share
of common stock outstanding.

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.

Combined  costs of corn and  soybean meal in  poultry processed during
the quarter  remained at  levels  as high  as were  seen  in the  same
quarter of 1996.  Higher market prices for grain  increased feed costs
for the first three quarters by approximately $46 million over year to
date fiscal 1996 levels.   Due to excess supply, commodity  prices for
turkey products dropped well below levels experienced last year.

Operating performance in the broiler business has continued to improve
but operating results in turkey will  require  significant improvement
in order to return to historical levels  of profitability.    Although
higher than normal feed costs remain a concern to both our chicken and
turkey operations,  dramatically improved results in  turkey will also
be dependent on selling prices which are  more reflective of the costs
to produce the product and improved turkey health; particularly in our
Carolina operations.  Recent industry statistics reflect a  decline in
the number of turkeys being placed on farms for grow-out.  However, it
still remains to  be seen  if these declines  will translate into  the
significant reduction in pounds needed to bring supply and demand into
balance and permit reasonable prices to be obtained.  

On  January 20,  1997  the Company  announced  it had  entered  into 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, 25%  were  purchased  subsequent to  the close  of the  third
quarter and the remaining  shares (25%) are scheduled to  be purchased
in June  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
replace  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.

Prior  to  the  close of  the  quarter, WLR  Foods,  Inc.  amended the
covenants of the two private placement senior debt facilities that are
currently in place.   The amendments align the covenants of the senior
debt and also the Bank Revolving Credit Agreement and give the Company
increased operating flexibility.

On March 20, 1997,  the Company s Board of Directors  declared a stock
dividend that was distributed on May 2, 1997 to shareholders of record
on April 11, 1997.  In lieu of the regular cash dividend, the dividend
was paid in stock with .00525 shares  being distributed for each share
of common stock outstanding.   

The  Company  also  announced plans  to  double  the  capacity of  its
Goldsboro,  North Carolina  chicken  complex from  325,000 to  650,000
birds per week.  The  $8 million expansion will include   the building
of  a  new  hatchery  and  additional  growout  and  processing  plant
equipment to handle the  increased production.  When completed  in the
first half  of calendar  year 1998,  the expansion   will include  the
addition of a second  shift at the processing plant  and approximately
300 new jobs. 
                                   5
<PAGE>

Additionally, the Company announced it would be reducing production at
its Marshville, North Carolina  turkey complex in an effort  to reduce
the  impact of Poult  Enteritis Mortality  Syndrome (PEMS),  a disease
affecting  turkeys  in  that  region.   Placements of poults  to  one-
third  of North Carolina  producers will be  suspended until   a  cure
has  been found  for PEMS.   The  Company took  a $1.5 million  charge
during the third quarter to cover costs associated with the cutback.  

Results of Operations

Net   sales  increased  $6.0  million  or  2.8%,  while  sales  pounds
increased  9.5% for the quarter  ended March 29,  1997 compared to the
same period last  year.  Chicken  sales   pounds  increased  6.0%, and 
the average realized sales price  for chicken was up 0.4%  compared to
the  third quarter last year.  Turkey  sales pounds  increased  18.7%,
while the average realized  sales price  decreased  12.6% compared  to
the  same  quarter  last year.   Average  quoted  commodity prices for
whole chicken and turkey for the third quarter were mixed with chicken
9.0% higher and turkey 8.3% lower.

For  the thirty-nine weeks, net sales increased $23.9 million or 3.3%,
primarily due  to a 5.6% increase  in chicken sales pounds  and a 2.5%
increase in the average selling price of chicken.  The volume increase
in  chicken was  due to  the acquisition  of the  Goldsboro operations
early in  the second quarter of 1996.  A 3.4% increase in sales pounds
for turkey  products  was offset  by a  4.1% decrease  in the  average
realized selling price.  Average  quoted commodity poultry prices were
mixed  for the first nine  months with chicken  8.8% higher and turkey
7.1% lower.

Cost of  sales increased $7.7 million  or 3.8% for the  quarter.  Feed
costs in  the poultry  processed were  approximately $2  million lower
compared  to  the  same period  last  year.  Prices for corn  averaged
19.1% lower while soybean meal prices were 13.2% higher in the quarter
compared to one year earlier.

For the nine month period cost of  sales was up $63.2 million or  9.7%
primarily due to increased feed costs.  The delivered costs  for grain
which  had decreased throughout the second quarter of the fiscal year,
trended higher  during  the  third quarter.  The  delivered  corn  and
soybean  meal prices were about  7% and 28%  higher, respectively, for
the nine months ended March 29, 1997 than in the prior year.   

The  third  quarter  gross  profit  decreased  $1.7  million or 13.7%,
and the gross  margin  decreased from 5.9% to 4.9% as compared to the
same quarter last year.  The  decrease  is  primarily  attributed  to
lower average selling prices for turkey.

For  the thirty-nine  weeks gross  profit decreased $39.3  million or
47.9%.  The gross margin  decreased from 11.2% to 5.6%.   Higher sales
volume and prices for chicken were offset by high feed costs and lower
average realized selling prices for turkey. 

Selling, general and administrative expenses increased $1.0 million or
4.5% compared to  the third quarter last year, or  from 10.2% to 10.3%
as a  percent of sales.   The third quarter increase  is attributed to
freight costs  driven  by  larger  volumes of  product  sold. 0 Year to
date selling,  general  and  administrative  expenses  decreased  $1.8
million or 2.5%,  a drop from 9.8%  to 9.3% as a  percentage of sales,
primarily due to the effects of cost reductions initiated last year.

Interest expense was up $1.0 million  for the quarter and $2.9 million
for the fiscal year due to higher levels of borrowing this year.

For the quarter, the income tax benefit increased from $4.4 million to
$5.5 million due to a larger current quarter loss.  For the first nine
months, income  taxes decreased from an  expense of $1.3 million  to a
benefit of $13.2 million due to  the loss for the year.  The  tax rate
decrease  for both  periods  was due  to  limitations  on the  use  of
operating losses in some states where the Company does business.

For the third  quarter the Company had  a net loss of  $9.6 million or
$0.56 per share  compared to a net loss  of $7.1 million or  $0.40 per
share for  the same period last  year.  For the  thirty-nine weeks the
Company had a net loss of $23.1 million or $1.32 per share compared to
earnings of $2.1 million or $0.12 per share last year.

Financial Condition and Liquidity

Total inventory  was  $14.2  million  lower  compared to  the  end  of
fiscal year  1996.  All  of the  decrease was in  finished goods where
holdings were  reduced by $17 million.   Debt  levels  have  increased
                                   6
<PAGE>

during the  third quarter  of the  fiscal year due to  the  repurchase
of  Cuddy  Farms, Inc.   stock  and  seasonal  increases  in  finished
goods inventories.   Net working capital  was $154.5 million, up  from
$144.6 million at June 29, 1996, due largely  to  the  company's  debt
refinancing.  The ratio of total debt  to   total   capital, including
common  stock  subject to  repurchase as debt, was 57.3% up from 55.1%
at the end of fiscal 1996.

Capital Resources

The  Company s  capital spending  for  the quarter  was  $2.9 million,
primarily for replacements of existing equipment, safety requirements,
and  projects with  rapid pay  backs.   Depreciation expense  was $6.9
million.   On a year to date  basis, capital spending was $7.0 million
and  depreciation  expense was   $21.2  million.   Looking  forward to
fiscal  1998,  the  Company  anticipates  spending  approximately  $15
million for capital projects.     


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.   The debt
is  unsecured with  an interest  rate based  on the  London Inter-Bank
Offering Rate plus a  spread determined by WLR  Foods, Inc. s debt  to
capital ratio, calculated  on a quarterly basis.  The  loan matures in
February 2000.

WLR  Foods, Inc. also modified its long-term private placement debt to
conform to  financial covenants under  the bank loan  discussed above.
Interest payments have been increased by 1% over the original rates of
the notes but may be returned to  original levels under the conditions
as defined in the revised agreements.

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 the results of operations at the
time  of adoption.    The  Company  will  adopt  FASB  Statement  128,
"Earnings Per Share" in fiscal 1998.  The statement serves to simplify
the computation of earnings per share, and will not have  an impact on
the Company s operations or financial position.

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.






                                   7
<PAGE>   


                      PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               4.1  Credit Agreement, dated as of January 1, 1997,
                    with First Union National Bank of Virginia and
                    others.

               4.2  Loan Agreement, dated as of January 1, 1997, with
                    First Union National Bank of Virginia.

               4.3  Agreement of the Company, dated May 6, 1997, to
                    furnish a copy of the Third Amendment, dated as of
                    March 1, 1997, to the Note Agreement, dated May 1,
                    1991, with The Minnesota Mutual Life Insurance
                    Company and others.

               4.4  Agreement of the Company, dated May 6, 1997, to
                    furnish a copy of the First Amendment, dated as of
                    March 1, 1997, to the Note Agreement, dated June
                    1, 1995, with respect to the issuance of certain
                    long-term debt.

               27   Financial Data Schedule 

          (b)  Form 8-K

               Reporting Date March 26, 1997.  Item Reported.  
               Item 5.  Other Events.  WLR Foods, Inc. announced the
               declaration of a stock dividend of 0.00525 shares per
               outstanding share of stock, the expansion of its
               Goldsboro, North Carolina chicken complex and the
               reduction of turkey production at its Marshville, North
               Carolina facility.

                                   8
<PAGE>   


                               SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed this 13th day of May, 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
                                   signatory for Registrant



                                   9
<PAGE>   


                             EXHIBIT INDEX
 
Exhibit No.                        Description

4.1            Credit Agreement, dated as of January 1, 1997, with
               First Union National Bank of Virginia and others.

4.2            Loan Agreement, dated as of January 1, 1997, with First
               Union National Bank of Virginia.

4.3            Agreement of the Company, dated May 6, 1997, to furnish
               a copy of the Third Amendment, dated as of March 1,
               1997, to the Note Agreement, dated May 1, 1991, with
               The Minnesota Mutual Life Insurance Company and others.

4.4            Agreement of the Company, dated May 6, 1997, to furnish
               a copy of the First Amendment, dated as of March 1,
               1997, to the Note Agreement, dated June 1, 1995, with
               respect to the issuance of certain long-term debt.

27             Financial Data Schedule




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