Exhibit 4.3 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of October 16, 1992 WHEREAS, WLR Foods, Inc. and the undersigned Purchasers entered into a Note Agreement dated as of May 1, 1991; WHEREAS, WLR Foods, Inc. and the undersigned Purchasers...

                              Exhibit 4.3

              FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
                     dated as of October 16, 1992


     WHEREAS, WLR  Foods, Inc. and the  undersigned Purchasers entered
into a Note Agreement dated as of May 1, 1991;

     WHEREAS, WLR Foods, Inc. and the undersigned Purchasers desire to
amend the Note Agreement as set forth herein.

     NOW, THEREFORE,  WLR Foods,  Inc. and the  undersigned Purchasers
agree as follows:

     1.   Section  5.11  of the  Note Agreement  is hereby  amended by
          deleting the  last paragraph  of said section  and replacing
          with the following

          The Company will not  declare any dividend which constitutes
          a  Restricted Payment payable  more than  90 days  after its
          date  of  declaration.   Notwithstanding the  foregoing, the
          Company  may not  and  will  not  declare  any  dividend  on
          preferred  stock  which  constitutes  a  Restricted  Payment
          payable more than 180 days after its date of declaration.

     2.   All other terms  and conditions of the Note  Agreement shall
          remain the same.

     3.   This Amendment shall be effective upon the execution of this
          Agreement  by  the Company  and  the holders  of  66-2/3% in
          aggregate principal amount of the Notes outstanding.
















                              
 


     IN WITNESS WHEREOF,  the Company and  the Purchasers have  caused
this  Agreement  to be  executed  and  delivered by  their  respective
officer or officers thereunto duly authorized.


WLR Foods, Inc.                                 MIMLIC FUNDING, INC.

By:   /s/ Xxxxxxx X. Xxxxx                      By:  MIMLIC     Asset
Management Company
Title: Treasurer
                                                By: /s/ Xxxx Xxxxxx
THE MINNESOTA MUTUAL LIFE                       Title: Xxxx Xxxxxx, 
INSURANCE COMPANY                                      Second Vice President

By: /s/ Xxxx Xxxxxx                             NATIONWIDE LIFE INSURANCE 
Title: Xxxx Xxxxxx, Second Vice President       COMPANY

THE RELIABLE LIFE INSURANCE                     By: /s/ Xxxxxxx X. Xxxxxxx
COMPANY                                         Title: Vice President

By: MIMLIC Asset Management Company             EMPLOYERS LIFE INSURANCE
                                                COMPANY OF WAUSAU
By: /s/ Xxxx Xxxxxx
Title: Xxxx Xxxxxx, Second Vice President       By: /s/ Xxxxxxx X. Xxxxxxx
                                                Title:  Vice President
MUTUAL TRUST LIFE INSURANCE COMPANY

By:  MIMLIC Asset Management Company

By: /s/ Xxxx Xxxxxx                             STAUNTON FARM CREDIT, ACA
Title: Xxxx Xxxxxx, Second Vice President
                                                By: /s/ Xxxxxxx X. Xxxxxx
FEDERATED LIFE INSURANCE COMPANY                Title:  President

By: MIMLIC Asset Management Company

By: /s/ Xxxx Xxxxxx
Title:  Xxxx Xxxxxx, Second Vice President

TEXAS LIFE INSURANCE COMPANY

By:  MIMLIC Asset Management Company

By: /s/ Xxxx Xxxxxx
Title:  Xxxx Xxxxxx, Second Vice President