As filed with the Securities and Exchange
                    Commission on December 12, 1994
                    Registration No. ______________
    
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
   
                            Amendment No. 1
    

                               FORM S-3
                        REGISTRATION STATEMENT
                   under the Securities Act of 1933

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

Virginia                           2000              54-1295923
(State or other jurisdiction   Primary Standard    (I.R.S. Employer
of incorporation or      Industrial Classification  Identification
organization)                 Code Number           Number)

                             P.O. Box 7000
                       Broadway, Virginia  22815
                            (703) 896-7000
          (Address, including zip code, and telephone number,
          including area code, of principal executive offices)

                             John W. Flora
                      Wharton, Aldhizer & Weaver
                        100 South Mason Street
                     Harrisonburg, Virginia  22801
                            (703) 434-0316
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)

Approximate date of commencement of  proposed sale to the public:   As
soon  as  practicable   after  this  Registration   Statement  becomes
effective.

If the only securities being registered on this Form are being offered
pursuant to dividend  or interest reinvestment plans, please check the
following box:   [     ]

If any  of the  securities being  registered on  this Form  are to  be
offered on  a delayed or  continuous basis pursuant to  Rule 415 under
the  Securities Act  of 1933,  other than  securities offered  only in
connection with  dividend or  interest reinvestment  plans, check  the
following box:   [  X  ]
   
This  Registration  Statement  shall  hereafter  become  effective  in
accordance with the provisions of  Section 8(a) of the Securitites Act
of 1933.
    



                              SIGNATURES
   
          Pursuant to the requirements of the Securities Act of  1933,
the  registrant certifies  that it  has reasonable grounds  to believe
that it meets all of  the requirements for filing on Form S-3  and has
duly  caused this amendment to the registration statement to be signed
on its behalf  by the  undersigned, thereunto duly  authorized in  the
City of Harrisonburg, Commonwealth  of Virginia, on the 12th  day   of
December, 1994.
    

                                   WLR FOODS, INC.


                                   By:__/s/ James L. Keeler__________
                                        James L. Keeler
                                        President and Chief
                                        Executive Officer

          Pursuant to the requirements of the Securities  Act of 1933,
this Registration  Statement has been signed by  the following persons
in the capacities indicated as of the 12 day of December, 1994.



              Signature                      Title


_______________________________________      Treasurer and
Delbert L. Seitz                             Chief Financial
                                             Officer

_______________________________________      Chief Executive
James L. Keeler                              Officer and
                                             Director

_______________________________________      Director
George E. Bryan*

_______________________________________      Director
Charles L. Campbell*

_______________________________________      Director
Stephen W. Custer*

_______________________________________      Director
Calvin G. Germroth*

_______________________________________      Director
Peter A.W. Green*

_______________________________________      Director
William H. Groseclose*

_______________________________________      Director
J. Craig Hott*

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_______________________________________      Director
Herman D. Mason*

_______________________________________      Director
Charles W. Wampler, Jr.*

_______________________________________      Director
William D. Wampler*

*By__/s/ Delbert L. Seitz______________
   Delbert L. Seitz, Power of Attorney
                             













































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