Exhibit 2.2


                          Wampler Foods, Inc.
                         Revolving Credit Note

                                                     Chicago, Illinois
                                                     November 20, 1998

     On the Termination Date, for value received, the undersigned,
Wampler Foods, Inc., a Virginia corporation (the "Company"), hereby
promises to pay to the order of Harris Trust and Savings Bank (the
"Lender"), at the principal office of Harris Trust and Savings Bank in
Chicago, Illinois, such amount as may at the time of the maturity
hereof, whether by acceleration or otherwise, be the aggregate unpaid
principal amount of all Loans owing from the Company to the Lender
under the Revolving Credit provided for in the Credit Agreement
hereinafter mentioned.

     This Note evidences Loans constituting part of a "Domestic Rate
Portion" or a "LIBOR Portion" as such terms are defined in that
certain Credit Agreement dated as of November 20, 1998 among the
Company, WLR Foods, Inc., certain of its Subsidiaries, Harris Trust
and Savings Bank, individually and as Administrative Agent thereunder,
and the other Lenders which are now or may from time to time hereafter
become parties thereto (said Credit Agreement, as the same may be
amended, modified or restated from time to time, being referred to
herein as the "Credit Agreement") made and to be made to the Company
by the Lender under the Revolving Credit provided for under the Credit
Agreement, and the Company hereby promises to pay interest at the
office described above on each Loan evidenced hereby at the rates and
at the times and in the manner specified therefor in the Credit
Agreement.

     Each Loan made under the Revolving Credit provided for in the
Credit Agreement by the Lender to the Company against this Note, any
repayment of principal hereon, the status of each such Loan from time
to time as part of the Domestic Rate Portion or a LIBOR Portion and,
in the case of any LIBOR Portion, the interest rate and Interest
Period applicable thereto shall be endorsed by the holder hereof on a
schedule to this Note or recorded on the books and records of the
holder hereof (provided that such entries shall be endorsed on a
schedule to this Note prior to any negotiation hereof).  The Company
agrees that in any action or proceeding instituted to collect or
enforce collection of this Note, the entries so endorsed on a schedule
to this Note or recorded on the books and records of the holder hereof
shall be prima facie evidence of the unpaid principal balance of this
Note, the status of each such Loan from time to time as part of the
Domestic Rate Portion or a LIBOR Portion, and, in the case of any
LIBOR Portion, the interest rate and Interest Period applicable
thereto.

     This Note is issued by the Company under the terms and provisions
of the Credit Agreement and is secured by, among other things, the
Collateral Documents, and this Note and the holder hereof are entitled

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to all of the benefits and security provided for thereby or referred
to therein, to which reference is hereby made for a statement thereof. 
This Note may be declared to be, or be and become, due prior to its
expressed maturity, voluntary prepayments may be made hereon, and
certain prepayments are required to be made hereon, all in the events,
on the terms and with the effects provided in the Credit Agreement.

     All capitalized terms used herein without definition shall have
the same meanings herein as such terms are defined in the Credit
Agreement.

     The Company hereby promises to pay all costs and expenses
(including attorneys' fees) suffered or incurred by the holder hereof
in collecting this Note or enforcing any rights in any collateral
therefor.  The Company hereby waives presentment for payment and
demand.  This Note shall be construed in accordance with, and governed
by, the internal laws of the State of Illinois without regard to
principles of conflicts of laws.


                                   Wampler Foods, Inc.
                                   By:__/s/ Dale S. Lam__
                                   Name:__Dale S. Lam__
                                   Title:__Treasurer__
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