UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K405/A

(X)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended July 1, 2000

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________

Commission File Number 0-17060

Virginia                                                    54-1295923
(State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                  Identification No.)

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

Registrant's telephone number, including area code
540-896-7001

Securities registered pursuant                                                 Name of exchange
to Section 12(b) of the Act:                                                    on which registered
              N/A                                                                                    N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock - no par value
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (X) Yes _____ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

The aggregate value of the voting stock held by non-affiliates of the registrant as of September 1, 2000 was approximately $69,827,246. As of that date 16,194,081 shares of the registrant's common stock were issued and outstanding.

Form 10-K for the year ending July 1, 2000 is hereby amended to reflect the deletion of Exhibit A, Articles of Incorporation of the Surviving Corporation, from Exhibit 2 to the Form 10-K, Agreement and Plan of Merger dated September 27, 2000.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

WLR Foods, Inc.

By:   /s/ Dale S. Lam 
         Dale S. Lam
         Chief Financial Officer and
         Vice President of Finance

         Date: October, 17 2000