Exhibit 4.4 Agreement to Furnish Copy of First Amendment

                                                           Exhibit 4.4


             Agreement to Furnish Copy of First Amendment

                              May 6, 1997


     Pursuant to  Item 601(b)(4)(3)(A) of Regulation  S-K, the Company
hereby agrees to  furnish to the  Securities and Exchange  Commission,
upon request,  a copy  of the  First Amendment, dated  as of  March 1,
1997, to the Note Agreement,  dated June 1, 1995, for the  issuance of
$22 million of 7.47% Senior Notes, Series B due June 1, 2007.


                              WLR FOODS, INC.

                              By:___/s/ Xxxxxx X. Ritter______
                                   XXXXXX X. XXXXXX

                              Its: Chief Financial Officer