SC 14D9/A

 1




                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                               SCHEDULE 14D-9
   
                             (Amendment No. 6)
    
             Solicitation/Recommendation Statement Pursuant to
          Section 14(d)(4) of the Securities Exchange Act of 1934



                              WLR FOODS, INC.
                         (Name of Subject Company)




                              WLR FOODS, INC.
                    (Name of Person(s) Filing Statement)


                         Common Stock, No Par Value
         (including the associated preferred stock purchase rights)
                       (Title of Class of Securities)


                                929286 10 2
                   (CUSIP Number of Class of Securities)


                              Delbert L. Seitz
                          Chief Financial Officer
                              WLR Foods, Inc.
                               P.O. Box 7000
                          Broadway, Virginia 22815
                               (703) 896-7001
 (Name, address and telephone number of person authorized to receive notice
      and communications on behalf of the person(s) filing statement)


                                 Copies to:


Neil T. Anderson, Esq.                    John W. Flora, Esq.
Sullivan & Cromwell                       Wharton, Aldhizer & Weaver
125 Broad Street                          100 South Mason Street
New York, New York  10004                 Harrisonburg, Virginia  22801
(212) 558-4000                            (703) 434-0316
 2
                                                                            
                                                                            
  
   
            This   Amendment    No.   6   amends    and   supplements   the
Solicitation/Recommendation Statement  on Schedule  14D-9, dated  March 14,
1994,  as amended  (the "Schedule  14D-9"),  filed by  WLR  Foods, Inc.,  a
Virginia  corporation  (the  "Company"),   relating  to  the  tender  offer
disclosed  in  the Schedule  14D-1, dated  March 9,  1994, as  amended (the
"Schedule 14D-1"), of the bidder, Tyson Foods, Inc., a Delaware corporation
(the "Bidder"),  to, through  its wholly-owned subsidiary,  WLR Acquisition
Corp., purchase all of the outstanding Shares upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated March 9, 1994, and
the related Letter  of Transmittal  (together, the  "Offer").   Capitalized
terms used and not defined herein shall have the meanings set  forth in the
Schedule 14D-9.
    

Item 9.     Material to be Filed as Exhibits.

   
            Item 9 is hereby amended and supplemented by adding thereto the
following:

Exhibit 22  --    Press Release, dated April 7, 1994.
    


 3

                                 SIGNATURE

            After  reasonable inquiry and to  the best of  my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: April 7, 1994


                                    WLR FOODS, INC.



                                    By:  /s/ James L. Keeler        
                                        Name:  James L. Keeler
                                        Title: President and Chief
                                               Executive Officer

EX-99.11

 1                                                    EXHIBIT 22


                     [WLR FOODS, INC. LETTERHEAD]

FOR IMMEDIATE RELEASE   Contact:    Gail Price, 
                                    Director of Corporate Communication

                        Phone:      703-896-0403

                          TYSON FAILS TO GET 7%

Broadway, Virginia, April 7, 1994 -- In response to Tyson Foods' tender
offer extension of $30 cash per share, WLR Foods President and Chief
Executive Officer James L. Keeler commented, "Tyson's extension until June
3 and the small number of shares tendered confirm the overwhelming lack of
support among WLR Foods shareholders for the $30 tender offer.

"We regret Tyson has elected to continue for another two months an offer
that has been decisively rejected by WLR Foods shareholders.  Our
shareholders have now emphatically joined our Board of Directors in saying
no to Tyson's offer.  So far, Tyson has failed to get the support of even
7% of our shares.  We continue to recommend that WLR Foods shareholders
remain firm and not tender any shares to Tyson."

WLR Foods is a fully integrated provider of high quality turkey and chicken
products primarily under the Wampler-Longacre(r) label and retail ice under
the Cassco(r) label.  This Fortune 500 company, with current annual
revenues of over $700 million, exports to more than 40 countries and has
processing operations in Virginia, West Virginia and Pennsylvania, close to
its major mid-Atlantic markets.

                                    ###