8-K

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                   SECURITIES AND EXCHANGE COMMISSION

                          Washington D.C. 20549

                                FORM 8-K
                                    
                             CURRENT REPORT
                                    
                 Pursuant to Section 13 or 15(d) of the
                                    
                   Securities and Exchange Act of 1934
                                    
                                    
                      ----------------------------
                                    
                                    
                    Date of Report (Date of earliest 
                     event reported) August 9, 1994
                                    
                                    
                             WLR Foods, Inc.
         (Exact name of registrant as specified in its charter)
                                    
                                    
          Virginia            0-17060                54-1295923
         (State of      (Commission File Number)   IRS Employer
         incorporation)                           Identification No.)


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



                             (703) 896-7001
                     (Registrant's telephone number,
                          including area code)

           Highway 33 West, P.O. Box 228, Hinton, Virginia 22831
       (Former name or former address, if changed since last report)

                        Exhibit Index is on Page 4
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Items 1-4.   Not Applicable.

Item 5       Other Events.


In response to questions from shareholders, brokers, and securities
analysts, the Chief Financial Officer for WLR Foods, Inc. (the
Company) has released in a memorandum dated August 9, 1994 certain
information regarding the Company's proposed acquisition of
substantially all of the assets of the turkey processing division
of Cuddy Farms, Inc.  A copy of that memorandum is set forth in its
entirety as an exhibit hereto. 

Item 6.     Not Applicable.

Item 7.     Exhibits.

(99.1)      Company Memorandum dated August 9, 1994.

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                                 SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                              WLR Foods, Inc.

                            By: /s/______________________
                                    Delbert L. Seitz
                                    Chief Financial Officer
                                    Secretary and Treasurer

Date:  August 10, 1994

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Exhibit No.     Description                              Sequentially 
                                                         Numbered Page

(99.1)          Company memorandum dated August 9, 1994          5     

EX-99.1

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MEMORANDUM                                               Exhibit No. 99.1


TO:       Analysts and Brokers

FROM:     Delbert Seitz

DATE:     August 9, 1994

SUBJECT:  INFORMATION ABOUT THE CUDDY TRANSACTION

   I.     Cuddy Assets Purchased (in millions)
          
          Working Capital. . . . . . . . . . $40.4
          Plant, Property & Equipment  . . .  32.2
          Other Assets . . . . . . . . . . .   1.2

               TOTAL . . . . . . . . . . . . $73.8

          Assets were purchased at approximately book value and will
          not require any allocation of value to goodwill.  These
          values are subject to post-closing adjustments which are not
          thought to be material.

          Payment will be made with $43.0 million of cash financed
          with variable rate interest loans and $30.8 million of
          equity.  Shares issued may range from 1,283,333 shares of
          common stock at $24.00 per share to 1,100,000 shares at
          $28.00 per share.  Post-closing adjustments will be adjusted
          with equity, not cash.

          Each dollar invested in Cuddy buys $2.7 of sales ($200.0
          million sales divided by $73.8 million of investment).  This
          compares favorably to our recent Moorefield, West Virginia
          chicken expansion that added approximately $1.7 of sales per
          dollar invested.  The Cuddy transaction acquires existing
          turkey production capacity and markets and does not expand
          the industry.

  II.     WLR Foods Approaches One Billion Dollars in Sales

          Sales for the food division of Cuddy in their last completed
          fiscal year were approximately $200 million. This should
          bring WLR Foods
          sales to one billion in 1995.

 III.     WLR Foods Becomes Number Two in Turkey Processing

          Based on December 1993 issue of "Turkey World", for calendar
          year 1994, Wampler-Longacre will grow 502 million pounds of
          live weight turkey and Cuddy 240 million pounds.  The
          combined total of 742 million pounds of live weight turkey
          clearly puts WLR Foods second in the industry to Con Agra's
          Butterball Turkey Co.

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INFORMATION ABOUT THE CUDDY TRANSACTION
Page 2

  IV.     Cuddy Strengthens WLR Foods Position in Further Processed    
          Turkey and Food Service Markets

          More than half of all Cuddy sales are further processed,
          value added products with a heavy emphasis in food service
          and institutional markets.  This fits WLR Foods long-term
          strategy for increased value added and food service sales.

   V.     The Addition of Approximately 1.2 Million Common Shares Adds
          Shareholder Value

          Because of the relative low number of shares issued for the
          amount of equity acquired, the book value of all shares
          outstanding will be increased by over $1.00 per share. 
          Dividing $200 million of added sales by 1.2 million added
          shares, results in $167 of sales for each share issued. 
          This increases the sales per share for all WLR common stock
          outstanding from approximately $65 per share to $75 per
          share.

          Based on the shares to be issued, the transaction will be
          accretive as Cuddy is expected to meet WLR Foods existing
          gross margin rate and later, when synergies and cost
          improvements are implemented, contribute even more to
          earnings per share. 
DLS/ths