SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the registrant / /

Filed by a party other than the registrant /X/

Check the appropriate box:

/ /  Preliminary proxy statement

/ /  Definitive proxy statement

/X/  Definitive additional materials

/ /  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                                 WLR FOODS, INC.
                (Name of Registrant as Specified in Its Charter)

                                TYSON FOODS, INC.
                              WLR ACQUISITION CORP.
                   (Name of Person(s) Filing Proxy Statement)

     / /  $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
          14a-6(j)(2).

     / /  $500 per each party to the controversy pursuant to Exchange Act
          Rule 14a-6(i)(3).

     /X/  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
          0-11.

     (1)  Title of each class of securities to which transaction applies: Common
Stock, no par value

     (2)  Aggregate number of securities to which transaction applies:
10,367,130 shares

     (3)  Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:  $30.00

     (4)  Proposed maximum aggregate value of transaction:  $311,013,900.00

     Pursuant to, and as provided by, Rule 0-11(c), the filing fee of
     $62,202.78 is based upon 1/50 of 1% of the Transaction Valuation of
     the purchase, at $30.00 per share, net to the seller in cash, of
     10,367,130 shares of Common Stock of WLR Foods, Inc., which is equal to
     (i) the number of Shares (10,967,193) outstanding as reported in the
     Quarterly Report on Form 10-Q of WLR Foods, Inc. for the fiscal quarter
     ended January 1, 1994, minus (ii) the number of Shares (600,063)
     beneficially owned by WLR Acquisition Corp. and its affiliates on the
     date hereof.

     /X/  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously.  Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

     (1)  Amount previously paid:  $62,202.78

     (2)  Form, schedule or registration statement no.:  Schedule 14D-1

     (3)  Filing party:  Tyson Foods, Inc. and WLR Acquisition Corp.

     (4)  Date filed:  March 9, 1994




                                    [Letterhead]

                                                                    May 17, 1994

Dear WLR Shareholder:

    On  the eve  of the election  to decide whether  Tyson gets to  vote its WLR
shares just  like all  other  shareholders, consider  carefully WLR's  May  12th
letter.

    Hidden  within management's "thanks for  being loyal" rhetoric is disclosure
of a new plan to borrow money and buy back WLR shares if our proposal is  turned
down  and we terminate our offer.  This leveraged buyback plan would effectively
shrink  WLR  and  its  business,  thereby  diminishing  opportunities  for   its
shareholders, employees and growers.

    We  certainly  understand  that  WLR  management  is  feeling  pressure from
shareholders based on  the glaring probability  that WLR shares  will not  trade
anywhere  near the $30  level if Tyson's  offer is terminated.  The buyback plan
might temporarily prop up WLR's share price -- BUT AT WHAT COST?

    -HOW COULD WLR AFFORD TO BUY OUT ALL THE INVESTORS WHO WILL  UNDOUBTEDLY
     WANT TO SELL IF THEY SEE NO HOPE OF A DEAL WITH TYSON?

    -How  much would  WLR management  have to borrow  and spend  in order to
     have any  meaningful  impact on  stock  price? FIFTY  MILLION  DOLLARS?
     SEVENTY-FIVE MILLION DOLLARS? ONE HUNDRED MILLION DOLLARS?

    -WHAT PRICE WOULD THEY PAY? $30, $25, $20, $17 1/2?

    -Who  would most  likely bail out?  The short term  investors. The loyal
     shareholders and producers who are currently hoping for a cash bid or a
     tax free deal at $30 or higher will be thanked for  their  loyalty  and
     offered little else. CLEARLY THOSE OF YOU WHO HAVE BEEN MOST LOYAL  MAY
     END UP SUFFERING THE MOST.

    -Most  importantly, if WLR borrows millions  and spends the money to buy
     back shares, won't it  have to cut back  its spending on expansion  and
     investment  in its business. DON'T BE FOOLED INTO THINKING THAT WLR CAN
     BORROW MILLIONS TO BUY BACK SHARES AND CONTINUE TO GROW.

                                      [LOGO]

    The millions  that WLR  will  spend buying  back  shares should  instead  be
invested  in WLR --  opening new markets, developing  new products, building new
plants and selling more poultry. Tyson wants to acquire WLR so that it can  make
these investments and expand opportunities for all.

    WLR  is now  not merely  rejecting Tyson, it  is also  contemplating a share
buyback plan  that  could severely  limit  WLR's opportunities  for  growth.  We
believe that this is a cynical strategy that needlessly sacrifices the interests
of  shareholders,  employees  and  growers,  while  pursuing  the  interests  of
management.

    MAKE NO MISTAKE: A LEVERAGED BUYBACK WILL SERVE ONE TRUE PURPOSE -- IT  WILL
FURTHER ENTRENCH MANAGEMENT BY CONCENTRATING WLR'S SHAREHOLDER BASE.

    Isn't  it about time  WLR and Tyson sat  down across the  table and tried to
negotiate a deal that would please all WLR shareholders? Wouldn't this be better
than needlessly shrinking WLR through a leveraged buyback of its shares?

    PLEASE REMEMBER WE ARE WILLING TO NEGOTIATE  ANY AND ALL TERMS OF OUR  OFFER
FOR WLR, INCLUDING OUR PROVIDING A TAX FREE ALTERNATIVE. BY VOTING "FOR" YOU ARE
NOT  OBLIGATING YOURSELF TO  SELL YOUR STOCK  AT ANY PRICE.  WITHOUT A FAVORABLE
VOTE WE ARE CONVINCED THAT MANAGEMENT MAY  NEVER SIT DOWN AND NEGOTIATE IN  GOOD
FAITH ON YOUR BEHALF.

                           VOTE TO OPEN NEGOTIATIONS
                            VOTE "FOR" OUR PROPOSAL

    Time  is short. Please vote today or come  to the meeting and vote in person
this Saturday  at 1:00  p.m. in  the Turner  Ashby High  School in  Bridgewater,
Virginia  after  the conclusion  of  the poultry  festival.  We look  forward to
speaking to those shareholders who are able to attend.

                                          Very truly yours,

                                          Don Tyson
                                          CHAIRMAN

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                                       IMPORTANT
  If you need assistance  in voting your  shares or in changing  your vote
  please  call MacKenzie Partners, Inc. toll-free at (800) 322-2885. If your
  shares are held for you by a bank or brokerage firm, only your banker or
  broker can vote your shares and only after  receiving your specific
  instructions. Accordingly, please instruct your banker or broker to vote
  "FOR" Tyson's proposal on the BLUE proxy card. Please vote today!
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