________________________________________________________________________________
 
                            SCHEDULE 14A INFORMATION
                   PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           _________________________
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
    or Section 240.14a-12

                           _________________________
 
                                 WLR FOODS, INC.
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                           _________________________
 
                                 WLR FOODS, INC.
                   (NAME OF PERSON(S) FILING PROXY STATEMENT)
 
                           _________________________
 
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[X] $125 FEE PAID WITH FILING OF PRELIMINARY MATERIAL
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
[ ] 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:

    ____________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

    ____________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11.1

    ____________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

    ____________________________________________________________________________

__________
1 Set forth the amount on which the filing fee is calculated and state how it
  was determined.
                           _________________________
 
[ ] 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: 

    ____________________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

    ____________________________________________________________________________

(3) Filing Party:

    ____________________________________________________________________________

(4) Date Filed:

    ____________________________________________________________________________

________________________________________________________________________________



                                                         [WLR FOODS' LETTERHEAD]

 

April 21, 1994

 

Dear Fellow Shareholder:

 

You are cordially invited to attend a special meeting of shareholders of WLR
Foods scheduled to be held Saturday, May 21, 1994. The meeting will be held at
Turner Ashby High School, 800 North Main Street, Bridgewater, Virginia, at 1:00
in the afternoon, following the Virginia Poultry Festival parade in
Harrisonburg. Your Board of Directors and management look forward to greeting
personally those shareholders able to be present.

 

The meeting has been requested by Tyson Foods in order to continue its hostile
takeover attempt of WLR Foods. To further its objective, Tyson will be seeking
your vote for its own proposal to give Tyson and its associates voting rights in
connection with shares of WLR Foods they may acquire, or have acquired, in their
effort to take control of your Company.

 

Your Board of Directors remains steadfast in its opposition to Tyson's
continuing efforts to take over WLR Foods. We thank our many shareholders for
their unwavering support in the face of Tyson's hostile, unsolicited and highly
conditional tender offer for your shares of stock in WLR Foods -- an offer which
we believe is inadequate and not in your best interests. YOUR BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE 'AGAINST' TYSON'S PROPOSAL.

 

                    SEND DON TYSON A MESSAGE WITH YOUR VOTE

 

Our shareholders have told Tyson in many ways that they oppose Tyson's
unsolicited, hostile takeover attempt for WLR Foods. As you know, on the date
Tyson extended its offer to June 3, not even 7% of our stock had been tendered
to Tyson. Our shareholders have also told Don Tyson face to face, in letters,
phone calls, petitions and letters to the editor that they do not want WLR Foods
to be the latest acquisition by a corporate raider from Arkansas. Sadly, Tyson
has not heard you. Or maybe he's not a good listener. Therefore, your vote is
very important because it sends a loud and clear message about how you feel
about Tyson taking over

 


your Company. It's now time for you -- the true owners of WLR Foods -- to send
that message by signing, dating, marking and promptly mailing your white proxy.
YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE 'AGAINST' TYSON'S PROPOSAL.

 

Remember, Tyson's tender offer is highly conditional so that Tyson can back out
if certain things don't go its way. One of those things is Tyson getting votes
from WLR Foods shareholders at this special meeting. We are not sure whether
Tyson will 'go away' if they don't get voting rights, but they have said they
would. Let's put Tyson to the test.

 

                 PLEASE SIGN, DATE AND MARK THE ENCLOSED WHITE
              PROXY AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE,
                 EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING

 

Tyson will also be sending you its proxy statement and proxy trying to get you
to vote with them. We've read it and, as usual, Tyson is once again attacking
the Board you elected simply for defending WLR Foods and its shareholders
against an unsolicited, hostile tender offer which we believe is inadequate and
not in your best interests. We caution you not to sign any proxy sent to you by
Tyson -- not even as a vote of protest. REMEMBER, TYSON IS USING THE NAME 'WLR
ACQUISITION CORP.' DON'T BE MISLED. WLR ACQUISITION CORP. IS TYSON.

 

Enclosed with this letter is WLR Foods notice of special meeting and Proxy
Statement and a white proxy. You should read these materials for a more complete
description of the special meeting. Since this meeting is Tyson's idea, WLR
Foods also is required by law to enclose in this mailing a document Tyson
prepared, called a 'Control Share Acquisition Statement.' That's enclosed, but
it's Tyson's material, not ours.

 

                      WLR FOODS IS BUILDING VALUE FOR YOU

 

In a nutshell, we believe now is the wrong time to sell WLR Foods. Our recently
completed, five-year $133,700,000 capital spending program is now starting to
build value for our shareholders. Production has increased 115% over 1988 levels
and we expect to be fully enjoying the benefits of these substantial investments
in the near future. When you also consider the benefits of our recent
restructuring program and acquisitions, WE THINK YOU WILL AGREE THAT WLR FOODS
IS ENTERING A STRONG GROWTH PERIOD WITH EXCELLENT PROSPECTS TO ACHIEVE ITS FULL
POTENTIAL.

 


Your Board of Directors firmly believes that the actions it has taken in the
last few months have been in the best interests of WLR Foods shareholders. Yet
Tyson has sued WLR Foods directors and is challenging everything we've done to
protect WLR Foods and you. Tyson is even attacking the statutes which Virginia
put on the books to protect Virginia's companies and their shareholders from
situations exactly like this.

 

Tyson has forced WLR Foods to spend a great deal of time and money defending
your interests and has created a tremendous drain on our people and operations
simply because we have decided that our future -- and the future of all our
shareholders -- is better as WLR Foods than as the latest purchase, in the line
of many, of a corporate raider from Arkansas. If you agree with us and believe
that the future of WLR Foods holds great promise, we urge you to vote 'AGAINST'
Tyson's proposal by signing, dating, marking and promptly mailing the enclosed
white proxy. Please act today to ensure that your proxy is received timely.
Sending in your proxy will not prevent you from voting at the meeting if you
plan to attend.

 

On behalf of everyone at WLR Foods, we thank you for your continued support. We
renew our commitment to act in the best interests of you and your Company.
Please call any of us if you have any questions. The number for WLR Foods is
(703) 896-7001.

 

Sincerely yours,

 

                                                        
/s/ Charles W. Wampler, Jr.                                /s/ James L. Keeler
Charles W. Wampler, Jr.                                    James L. Keeler
Chairman, Board of Directors                               President and Chief Executive Officer

/s/ Herman D. Mason                                        /s/ William D. Wampler
Herman D. Mason                                            William D. Wampler
Vice Chairman, Board of Directors                          Director

/s/ George E. Bryan                                        /s/ Stephen W. Custer
George E. Bryan                                            Stephen W. Custer
Director                                                   Director

/s/ Charles L. Campbell                                    /s/ William H. Groseclose
Charles L. Campbell                                        William H. Groseclose
Director                                                   Director

/s/ Calvin G. Germroth                                     /s/ J. Craig Hott
Calvin G. Germroth                                         J. Craig Hott
Director                                                   Director



 


                                   IMPORTANT
 
         Your vote is important. Regardless of the number of shares of WLR Foods
common  stock you own, please vote as  recommended by your Board of Directors by
voting AGAINST the Tyson proposal (Proposal 1). To do so, please take these  two
simple steps:
 
       1.   PLEASE SIGN, DATE, MARK AND PROMPTLY MAIL THE ENCLOSED
         WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.



       2.   DO NOT RETURN ANY PROXY CARDS SENT TO YOU BY TYSON.

 

  IF YOU VOTED TYSON'S PROXY CARD BEFORE RECEIVING YOUR WLR FOODS WHITE PROXY
   CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY BY SIGNING, DATING,
MARKING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS WILL CANCEL YOUR EARLIER
VOTE SINCE ONLY YOUR LATEST DATED PROXY CARD WILL COUNT AT THE SPECIAL MEETING.



            WARNING: TYSON IS USING THE NAME 'WLR ACQUISITION CORP.'
              DO NOT BE CONFUSED. WLR ACQUISITION CORP. IS TYSON.



         If  you own  your shares  in the  name of  a brokerage  firm, only your
broker can  vote  your shares  on  your behalf  and  only after  receiving  your
specific instructions. Please call your broker and instruct him/her to execute a
white  card on your behalf.  You should also promptly  sign, date, mark and mail
your white card  when you receive  it from your  broker. Please do  so for  each
separate account you maintain.



         You  should return your  white proxy card  at once to  ensure that your
vote is counted. This will not prevent you from voting in person at the  meeting
should you attend.



         IF  YOU HAVE  ANY QUESTIONS OR  NEED ASSISTANCE IN  VOTING YOUR SHARES,
PLEASE CALL US AT (703) 896-7001. YOU MAY ALSO CALL D.F. KING & CO., INC., WHICH
IS ASSISTING US, TOLL-FREE, AT 800-669-5550.