U.S. SECURITIES AND EXCHANGE COMMISSION              
                              WASHINGTON, D.C. 20549

                                     FORM 10-Q

                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                         Commission file number:  0-14507




                         HOMELAND BANKSHARES CORPORATION





  Incorporated in Iowa                    I.R.S. Employer Identification
                                                    No. 42-1168487

                  229 EAST PARK AVENUE, WATERLOO, IOWA 50704-5300

                         TELEPHONE NUMBER:  (319) 291-5260







       Indicate by check mark whether  the registrant (1) has filed all  reports
  required to be  filed by Sections 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.                     
                                                       Yes    X     No    
                                                            -----

       Indicate  the  number of  shares  outstanding  of  each  of the  issuer's
  classes of common stock, as of April 30, 1996:

                  5,735,678 SHARES COMMON STOCK, $12.50 PAR VALUE


  PART I. FINANCIAL INFORMATION
  -----------------------------

  ITEM 1.  FINANCIAL STATEMENTS.
  ------------------------------

  HOMELAND BANKSHARES CORPORATION
  CONSOLIDATED BALANCE SHEETS
  (Unaudited)
                                                  MARCH 31,   December 31,
  (Dollars in thousands, except per share data)     1996          1995
  ----------------------------------------------------------------------
  ASSETS
  Cash and due from banks                      $   50,659     $   46,072
  Federal funds sold                               42,800         73,850
  -----------------------------------------------------------------------
  Total cash and cash equivalents                  93,459        119,922

  Securities available for sale (amortized 
    cost $214,053 in 1996 and $216,565 in 1995)   214,398        217,556

  Loans
    Commercial, financial, and agricultural       180,331        178,662
    Commercial real estate                        225,363        213,957
    Consumer real estate                          315,822        318,461
    Consumer                                      135,538        133,709
  -----------------------------------------------------------------------
  Total loans                                     857,054        844,789
    Allowance for loan losses                      (9,093)        (8,603)
  -----------------------------------------------------------------------
  Net loans                                       847,961        836,186

  Premises and equipment                           24,658         24,609
  Intangible assets                                17,934         18,471
  Other assets                                     17,391         16,163
  -----------------------------------------------------------------------

  Total assets                                 $1,215,801     $1,232,907
  =======================================================================

  LIABILITIES
  Deposits
    Noninterest bearing demand                 $  114,249     $  123,902
    Interest bearing demand                       104,974        106,447
    Money market                                  168,121        174,000
    Savings                                        67,574         68,477
    Time                                          488,551        489,893
  -----------------------------------------------------------------------
  Total deposits                                  943,469        962,719

  Federal funds purchased                          62,675         70,225
  Other short-term borrowings                      15,703         15,587
  Accrued expenses and other liabilities           17,086         13,130
  Long-term borrowings                             47,141         43,925
  -----------------------------------------------------------------------

  Total liabilities                             1,086,074      1,105,586
  -----------------------------------------------------------------------

  Commitments and Contingencies (Notes 4 and 5)

  STOCKHOLDERS' EQUITY
  Common stock, $12.50 par value; 25,000,000 
    shares authorized; 5,768,578 shares issued 
    and outstanding (5,740,513 in 1995)            72,107         71,756
  Additional paid-in capital                          632            246
  Retained earnings                                56,771         54,697
  Net unrealized gain on securities available 
  for sale, net of income taxes                       217            622
  -----------------------------------------------------------------------
  Total stockholders' equity                      129,727        127,321
  -----------------------------------------------------------------------

  Total liabilities and stockholders' equity   $1,215,801     $1,232,907
  =======================================================================

  See notes to consolidated financial statements


  HOMELAND BANKSHARES CORPORATION
  CONSOLIDATED STATEMENTS OF INCOME
  (Unaudited)

                                                     THREE MONTHS ENDED
                                                          MARCH 31,
  (Dollars in thousands, except per share data)         1996     1995  
  -----------------------------------------------------------------------
  Interest income
     Loans                                           $19,009   $17,413
     Taxable securities                                2,714     3,909
     Tax-exempt securities                               448       559
     Federal funds sold                                  800       226
  -----------------------------------------------------------------------

  Total interest income                               22,971    22,107
  -----------------------------------------------------------------------

  Interest expense
     Deposits                                          8,710     8,821
     Short-term borrowings                             1,166     1,732
     Long-term borrowings                                687        44
  -----------------------------------------------------------------------

  Total interest expense                              10,563    10,597
  -----------------------------------------------------------------------

  Net interest income                                 12,408    11,510
     Provision for loan losses                           410       114
  -----------------------------------------------------------------------

  Net interest income after provision for 
    loan losses                                       11,998    11,396
  -----------------------------------------------------------------------
 
  Noninterest income
     Data processing services                            630       650
     Trust services                                      599       535
     Student loan servicing fees                         319       264
     Deposit account service charges                     849       704
     Securities gains                                     14        28
     Other                                               660       460
  -----------------------------------------------------------------------

  Total noninterest income                             3,071     2,641
  -----------------------------------------------------------------------

  Noninterest expenses
     Personnel                                         5,075     4,593
     Occupancy                                           673       545
     Equipment                                           635       629
     Supplies                                            246       415
     Advertising and promotion                           396       560
     FDIC insurance                                      150       532
     Intangible amortization                             537       537
     Other real estate owned                               2       (52)
     Other                                             1,344     1,448
  -----------------------------------------------------------------------
  Total noninterest expenses                           9,058     9,207

  -----------------------------------------------------------------------

  Income before income taxes                           6,011     4,830

  Income tax expense                                   2,366     1,754

  -----------------------------------------------------------------------
  NET INCOME                                          $3,645     3,076
  =======================================================================

  NET INCOME PER SHARE                                $  .63   $   .54
  =======================================================================

  AVERAGE NUMBER OF SHARES OUTSTANDING             5,752,649 5,738,713
  =======================================================================

  See notes to consolidated financial statements 

  HOMELAND BANKSHARES CORPORATION
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  (Unaudited)
                                                    THREE MONTHS ENDED
                                                        MARCH 31,
  (Dollars in thousands)                              1996      1995  
  -------------------------------------------------------------------------

  OPERATING ACTIVITIES
  Net income                                     $  3,645    $  3,076
  Adjustments to reconcile net income to net
    cash provided by operating activities
     Amortization and accretion                       774         446
     Depreciation                                     491         509
     Provision for loan losses                        410         114
     Provision for deferred income taxes             (425)        263
     Net gain on securities
       Available for sale                             (14)        (21)
       Held to maturity                               ---          (7)
     Net gain on sales of other assets                (34)        (74)
     Increase in other assets                        (948)     (1,392)
     Increase in accrued expenses and other 
       liabilities                                  4,381         346
  -----------------------------------------------------------------------
  Net cash provided by operating activities         8,280       3,260
  -----------------------------------------------------------------------

  INVESTING ACTIVITIES
  Proceeds from sales of securities available for 
       sale                                            44         129
  Proceeds from maturities and calls of securities
    Available for sale                             18,360       9,704
    Held to maturity                                  ---      18,011
  Purchases of securities available for sale      (17,053)    (27,896)
  Net increase in loans                           (11,304)    (18,432)
  Purchases of premises and equipment                (577)       (861)
  Proceeds from sales of other assets                  89         164
  -----------------------------------------------------------------------
  Net cash used for investing activities          (10,441)    (19,181)
  -----------------------------------------------------------------------
  
  FINANCING ACTIVITIES
  Net decrease in deposits                        (19,250)     (4,542)
  Net increase (decrease) in federal funds 
    purchase                                       (7,550)      30,800
  Net increase (decrease) in other short-term 
    borrowings                                        116     (18,499)
  Proceeds from long-term borrowings                3,300         ---
  Repayments of long-term borrowings                  (84)        (75)
  Payments of cash dividends                       (1,263)     (1,205)
  Proceeds from stock options                       1,514         ---
  Purchase of common stock                         (1,085)        ---
  -----------------------------------------------------------------------
  Net cash provided by (used for) financing 
    activities                                    (24,302)      6,479
  -----------------------------------------------------------------------
  Net decrease in cash and cash equivalents       (26,463)     (9,442)
  Cash and cash equivalents at beginning of 
    period                                        119,922      61,392
  -----------------------------------------------------------------------
  Cash and cash equivalents at end of period     $ 93,459    $ 51,950
  =======================================================================

  SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid
    Interest                                     $ 10,956    $ 10,585
    Income taxes                                        8         ---
  Noncash investing and financing activities
    Loans transferred to foreclosed property           96          16
    Sales of foreclosed property financed by 
      Homeland                                        ---          26
  =======================================================================

  See notes to consolidated financial statements 
  

    HOMELAND BANKSHARES CORPORATION
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
    THREE MONTHS ENDED MARCH 31, 1996 AND 1995
    (Unaudited)
    
                                                                                               NET
                                                                    ADDITIONAL              UNREALIZED
                                                          COMMON      PAID-IN   RETAINED    SECURITIES
    (Dollars in thousands, except per share data)         STOCK       CAPITAL   EARNINGS   GAIN (LOSS)    TOTAL 
    -------------------------------------------------------------------------------------------------------------
                                                                                         
    Balance at January 1, 1996                           $ 71,756    $    246     $54,697    $    622   $ 127,321
      Net income                                              ---         ---       3,645         ---       3,645
      Cash dividends - $.22 per share                         ---         ---      (1,263)        ---      (1,263)
      Common stock issued under stock option plans            814         700         ---         ---       1,514
      Common stock purchased                                 (463)       (314)       (308)        ---      (1,085)
      Net unrealized loss on securities available 
        for sale                                              ---         ---         ---        (405)       (405)
    -------------------------------------------------------------------------------------------------------------
    BALANCE AT MARCH 31, 1996                            $ 72,107    $    632     $56,771    $    217   $ 129,727
    =============================================================================================================

    Balance at January 1, 1995                           $ 71,734    $    227     $46,068    $ (3,287)  $ 114,742
      Net income                                              ---         ---       3,076         ---       3,076
      Cash dividends - $.21 per share                         ---         ---      (1,205)        ---      (1,205)
      Net unrealized gain on securities available 
        for sale                                              ---         ---         ---       1,542       1,542
    -------------------------------------------------------------------------------------------------------------
    Balance at March 31, 1995                            $ 71,734    $    227     $47,939    $ (1,745)  $ 118,155
    =============================================================================================================
    <FN>
    See notes to consolidated financial statements
    </FN>
    


  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  THREE MONTHS ENDED MARCH 31, 1996 AND 1995
  (Unaudited) 
   
  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

     Unaudited consolidated financial statements:  The accompanying interim
  consolidated  financial  statements   are  unaudited.    In   the  opinion  of
  management,   all  adjustments   consisting  of   normal  recurring   accruals
  considered  necessary  for fair  presentation  have  been included.    Certain
  balances  previously  reported have  been  reclassified to  conform  with 1996
  financial  statement presentation.    Further information  may be  obtained by
  reference to the consolidated financial  statements and accompanying footnotes
  included  in the  Homeland  Bankshares  Corporation ("Homeland")  1995  Annual
  Report on Form 10-K.  

     Securities available for sale:  Securities available for sale are reported
  at fair  value, with the  unrealized gains and  losses reported as a  separate
  component of stockholders' equity.   Securities available for sale may be sold
  for management  of general liquidity  needs, response to  market interest rate
  fluctuations, implementation  of asset-liability management  strategy, funding
  increased  loan  demand,  changes  in  securities  prepayment  risk,  or other
  similar  factors.   Realized  gains  and losses  on  sales are  computed  on a
  specific  identification basis  and  are shown  separately  as a  component of
  noninterest income.  

     Intangible assets:  Goodwill and core deposit intangibles arise from net
  assets  acquired in purchase transactions.   Purchased  assets and liabilities
  are recorded  at  their  estimated  fair  values  on  the  acquisition  dates.
  Intangible assets are  reviewed for possible impairment when events or changed
  circumstances may indicate that the carrying  amount of the assets may not  be
  recoverable.   Goodwill is amortized on  a straight-line basis  over 15 years.
  Core deposit  intangibles  are amortized  on  a  straight-line basis  over  an
  average estimated life of approximately 7 years.  At March 31, 1996  and 1995,
  accumulated   intangible   amortization   was   $5,991,000   and   $5,453,000,
  respectively. 

     Net income per share:  Net income per share calculations are based on the
  weighted  average number  of  common shares  outstanding,  adjusted for  stock
  splits  and common  stock  equivalents arising  from  the assumed  exercise of
  outstanding stock options. 

     Recently-adopted   accounting  standards:     Effective  January  1,  1996,
  Homeland  adopted Statement  of Financial  Accounting  Standards ("SFAS")  No.
  121, "Accounting  for the Impairment  of Long-Lived Assets  and for Long-Lived
  Assets  to Be Disposed Of."   This statement specifies when certain long-lived
  assets  should be reviewed  for impairment  and how  to measure and  report an
  impairment  loss.   The  effect of  the  statement on  Homeland's consolidated
  financial statements was not material.  

     Effective January 1, 1996, Homeland  adopted SFAS No. 122,  "Accounting for
  Mortgage  Servicing   Rights."    This   statement  amends  SFAS   No.  65  by
  establishing  a  new  standard for  capitalizing  mortgage  servicing  rights.
  Under SFAS  No. 122, the  accounting principles for  mortgage servicing rights
  are the same  for mortgages originated by  the servicer as for  those acquired
  through purchase transactions.  Accordingly,  under the new statement,  a bank
  would record  an asset  for mortgage servicing  rights when it  sold mortgages
  and  retained the  servicing.    The effect  of  the  statement on  Homeland's
  consolidated financial statements was not material.  

     SFAS No. 123, "Accounting for Stock-Based Compensation,"  was effective for
  Homeland  beginning  January   1,  1996.    SFAS  No.  123  requires  expanded
  disclosures  of  stock-based  compensation  arrangements  with  employees  and
  encourages (but does not  require) compensation cost  to be measured based  on
  the fair  value of  the equity instrument  awarded.  Companies  are permitted,
  however,  to  continue  to  apply   APB  Opinion  No.  25,   which  recognizes
  compensation cost  based  on the  intrinsic  value  of the  equity  instrument
  awarded.   Homeland  will continue to  apply APB  Opinion No. 25  to its stock
  based compensation awards to employees.  


  2. SECURITIES AVAILABLE FOR SALE

     REALIZED GAINS AND LOSSES                   THREE MONTHS ENDED
                                                      MARCH 31,
     (Dollars in thousands)                         1996    1995  
     ----------------------------------------------------------------

     Gross realized gains                           $  14   $  28
     Gross realized losses                            ---     ---
     ----------------------------------------------------------------

     Total                                          $  14   $  28
     ================================================================

  
  

                                                                               GROSS         GROSS
                                                              AMORTIZED      UNREALIZED   UNREALIZED     FAIR
         (Dollars in thousands)                                 COST           GAINS        LOSSES      VALUE 
       ---------------------------------------------------------------------------------------------------------
                                                                                              
         U.S. Treasury                                      $   65,756     $       231    $    (326)  $   65,661
         U.S. Government agencies                               18,386             178          (77)      18,487
         U.S. Government agencies mortgage-backed               66,343             387         (566)      66,164
         Student loan participation certificates                19,447             ---          ---       19,447
         States and political subdivisions                      33,190             750         (109)      33,831
         Corporate mortgage-backed                               3,838             ---         (123)       3,715
         Other                                                   7,093             ---          ---        7,093
        --------------------------------------------------------------------------------------------------------

         BALANCE AT MARCH 31, 1996                          $  214,053     $     1,546    $  (1,201)  $  214,398
        ========================================================================================================

         U.S. Treasury                                      $   64,275     $       341    $    (328)  $   64,288
         U.S. Government agencies                               21,532             277          (38)      21,771
         U.S. Government agencies mortgage-backed               69,267             560         (459)      69,368
         Student loan participation certificates                16,708             ---          ---       16,708
         States and political subdivisions                      33,316             881         (102)      34,095
         Corporate                                                 427             ---          ---          427
         Corporate mortgage-backed                               4,047             ---         (141)       3,906
         Other                                                   6,993             ---          ---        6,993
        --------------------------------------------------------------------------------------------------------

         Balance at December 31, 1995                       $  216,565     $     2,059    $  (1,068)  $  217,556
        ========================================================================================================
    

  3. ALLOWANCE FOR LOAN LOSSES
                                                  THREE MONTHS ENDED
                                                      MARCH 31,
     (Dollars in thousands)                         1996      1995
     ----------------------------------------------------------------
     Balance at beginning of period                $8,603     $9,082
     Provision for loan losses                        410        114
     Loan loss recoveries                             814        103
     Loans charged off                               (734)      (442)
     ----------------------------------------------------------------

     Balance at end of period                      $9,093     $8,857
     ================================================================

        Impairment of loans has been recognized in conformity with SFAS Nos. 114
  and 118.  No interest income related to such loans has been recognized.  

                                                    MARCH 31,  Dec. 31,
     (Dollars in thousands)                           1996       1995
     ------------------------------------------------------------------
     Balance of impaired loans                       $ 496       $  664
     Less portion for which no allowance for loan 
       losses was allocated                           (---)        (---)
     ------------------------------------------------------------------
     Portion of impaired loan balance for which an 
       allowance for loan losses was allocated       $ 496       $  664
     ==================================================================

     Portion of allowance for loan losses allocated 
     to the impaired loan balance                    $  36       $   52
     ==================================================================

     Average investment in impaired loans during 
       the period                                    $ 689       $2,057
     ==================================================================

  4. OTHER SHORT-TERM BORROWINGS

     At March 31, 1996, other short-term  borrowings consisted of $10 million of
  advances from  the Federal Home  Loan Bank ("FHLB")  and $5.7 million in  U.S.
  Treasury tax depository accounts.   The short-term FHLB advances  were secured
  by certain U.S.  Government securities, FHLB stock, and eligible consumer real
  estate loans, with a weighted average interest rate of 5.8%.  

     In the normal course of business, Homeland  banks have established lines of
  credit for overnight borrowings for  the management of daily  liquidity needs.
  At March 31, 1996, these unused lines of credit aggregated $141 million.  


  5. LONG-TERM BORROWINGS

     At  March 31,  1996, long-term  borrowings  consisted  of FHLB  advances to
  Homeland subsidiaries with an  average fixed interest rate of 5.8%.  The long-
  term  advances were secured  by eligible  consumer real estate  loans and FHLB
  stock and were scheduled to mature as follows:  

  (Dollars in thousands)
  -----------------------------------------------------------------
  1996                                                     $   189
  1997                                                      40,486
  1998                                                         290
  1999                                                         294
  2000                                                       1,498
  Thereafter                                                 4,384
  -----------------------------------------------------------------

  Balance at end of period                                 $47,141
  =================================================================


  6. STOCKHOLDERS' EQUITY

     On March  20, 1996, the  Board of Directors authorized  the continuation of
  Homeland's common stock  buyback program by approving the  repurchase of up to
  500,000 shares  of  Homeland common  stock through  stock market  transactions
  until March 31,  1997.  For the  three months ended  March 31, 1996,  Homeland
  repurchased approximately 37,000 shares at a total cost of $1,085,000.  


  ITEM 2.  MANAGEMENT'S  DISCUSSION  AND   ANALYSIS  OF  FINANCIAL  CONDITION  
           AND RESULTS OF OPERATIONS.

  HOMELAND BANKSHARES CORPORATION
  FINANCIAL HIGHLIGHTS
  
                                                   THREE MONTHS ENDED MARCH 31,
  (Dollars in thousands, except per share data)      1996       1995   % Change
  -----------------------------------------------------------------------------

  OPERATING RESULTS
     Net interest income                           $12,408    $11,510      7.8%
     Provision for loan losses                         410        114    259.6
     Noninterest income                              3,071      2,641     16.3
     Noninterest expenses                            9,058      9,207     -1.6
     Income tax expense                              2,366      1,754     34.9
     Net income                                      3,645      3,076     18.5

  PER SHARE DATA
     Net income                                       $.63       $.54     16.7%
     Cash dividends                                    .22        .21      4.8
     Book value                                      22.49      20.59      9.2
     Market price                                    29.13      23.44     24.3

  END OF PERIOD BALANCES
     Loans                                        $857,054   $812,817      5.4%
     Deposits                                      943,469    944,818     -0.1
     Stockholders' equity                          129,727    118,155      9.8
     Total assets                                1,215,801  1,202,076      1.1
     Nonperforming assets                            5,091      5,928    -14.1

  AVERAGE BALANCES
     Loans                                        $848,523   $796,208      6.6%
     Deposits                                      941,122    949,232     -0.9
     Stockholders' equity                          128,968    115,801     11.4
     Total assets                                1,220,030  1,194,082      2.2
     Total earning assets                        1,124,917  1,096,319      2.6

  FINANCIAL RATIOS
     Return on average total assets                   1.20%      1.04%
     Return on average stockholders' equity          11.37      10.77
     Net interest margin                              4.51       4.36
     Efficiency ratio                                54.33      60.59
     Stockholders' equity to total assets            10.67       9.83
     Leverage capital ratio                           9.29       8.48


  EARNINGS ANALYSIS

  PERFORMANCE SUMMARY

     Homeland Bankshares Corporation's  net earnings reached $3,645,000 for  the
  three months  ended March 31,  1996.   This was a  $569,000 increase over  the
  first  quarter earnings of 1995.  Net earnings per share also improved to $.63
  from  $.54 for the first three months of  1996 and 1995, respectively.  Higher
  net  interest  margin, combined  with  an improved  efficiency  ratio, boosted
  consolidated net  income by  18.5% and  per share  earnings by  16.7% for  the
  first quarter of 1996 compared to 1995.

     Return on average assets was 1.20%  and 1.04% for the three  months of 1996
  and 1995, respectively.   Return on  average stockholders'  equity was  11.37%
  and  10.77% for  the  same three-month  periods.   Homeland's  relatively high
  equity-to-assets ratio, while  providing a solid foundation for the company to
  operate from, has served to restrain the return on equity in recent years.

     In  an effort  to improve  return  on stockholders'  equity and  to  reduce
  excess capital, Homeland  announced a continuation of its common stock buyback
  program in  March 1996, authorizing the repurchase of  up to 500,000 shares of
  Homeland common stock  through stock market transactions until March 31, 1997.
  Through May 1,  1996, Homeland repurchased  approximately 70,000  shares at  a
  total cost of $2,090,000.  


  NET INTEREST INCOME

     Net interest income  is the excess  of the  interest and  fees received  on
  interest earning assets  over the interest  expense paid  on interest  bearing
  liabilities,   while  taxable-equivalent  net   interest  income  includes  an
  adjustment to ensure that interest income on taxable and nontaxable assets  is
  comparable.   Net interest income  totaled $12,408,000 through  March 31, 1996
  and $11,510,000 for  the previous  year's first  quarter.   Taxable-equivalent
  net  interest income  was  $12,624,000 and  $11,784,000  for the  three months
  ended March 31, 1996 and 1995, respectively.

     Homeland has experienced substantial growth in  net interest income from  a
  combination  of  earning assets  growth  and effective  management  of overall
  interest rate sensitivity and  liquidity.  During the  first quarter of  1996,
  approximately  $300,000  of   interest  income  was  recognized  due   to  the
  collection of  interest  on loans  previously  charged  off or  on  nonaccrual
  status.


  NET INTEREST SPREAD AND MARGIN
  
                                                  THREE MONTHS ENDED
                                                       MARCH 31,
  (Taxable-equivalent basis)                         1996     1995  
  ------------------------------------------------------------------

  Yield on earning assets                            8.29%    8.28%
  Rate on interest bearing liabilities               4.44     4.51  
  ------------------------------------------------------------------

  NET INTEREST SPREAD                                3.85     3.77
  Noninterest bearing funds contribution              .66      .59  
  ------------------------------------------------------------------

  NET INTEREST MARGIN                                4.51%    4.36%
  ==================================================================

     Net interest  spread improved by  8 basis points  for the first  quarter of
  1996,  compared to  the  first  quarter of  1995,  while  net interest  margin
  improved by  15 basis points for the same period.   The collection of $300,000
  of  interest income on troubled loans mentioned  above also contributed to the
  net  interest margin  improvement.   Excluding  this  unusual income,  the net
  interest  spread  and  margin  for  1996 would  have  been  3.74%  and  4.41%,
  respectively.


  NONINTEREST INCOME

     Total noninterest income for  the first three months of  1996 improved from
  the  same  period in  1995  by $430,000,  or  16.3%.   Trust  services revenue
  increased by 12.0% for the first quarter  comparisons.  Student loan servicing
  fees generated by the Homeland  Student Loan Company totaled  $319,000 through
  March 31, 1996,  compared to  $264,000 for the  same period  of 1995, a  20.8%
  increase.  Deposit account  service charges grew by 20.6%  and the recognition
  of income generated  from the  sales and servicing  of real  estate loans  was
  $172,000 higher for the first quarter of 1996.  


  NONINTEREST EXPENSES

     Noninterest expenses declined  by $149,000 for  the first  three months  of
  1996 compared to the same  three months of 1995.  Expenses associated with the
  1995 corporate name change had  boosted noninterest expenses for  that quarter
  by  approximately  $365,000.     Excluding  those  one-time   expenses,  total
  noninterest expenses  increased from the  first quarter  of 1995 to  the first
  quarter of 1996 by a modest 2.4%.

     Personnel costs,  typically the largest  component of  noninterest expense,
  showed a $482,000 or  10% increase for the  first quarter of 1996  compared to
  the same quarter  of 1995.   The majority  of the increase  was due to  higher
  health insurance and other employee benefit costs during the 1996 quarter.  

     The reduction in the  FDIC deposit insurance premiums for  commercial banks
  from $.23 per $100 of deposits  prior to June 1, 1995 to  virtually zero after
  January 1,  1996, contributed  $382,000 to  Homeland's decline in  noninterest
  expenses in the first quarter of 1996 compared to the 1995 first quarter.

     Homeland's net noninterest expenses  as a percentage of average  assets was
  1.97% compared  to 2.23% for the  three months ended March  31, 1996 and 1995,
  respectively.  Another measure of effective management of cost  control is the
  efficiency ratio which represents adjusted operating expenses as a  percentage
  of noninterest  income and net  interest income on  a fully taxable-equivalent
  basis.    Homeland's efficiency  ratio  of 54%  for  the  1996 first  quarter,
  improved  from  1995's  first  quarter  efficiency  ratio  of  61%.    Systems
  conversions,  departmental  consolidations,  and  centralization  of   banking
  functions is an  ongoing process designed to improve operating efficiencies as
  well as customer services.

     During  1995, Federal  legislation was  proposed which  would have required
  the  recapitalization  of  the  FDIC's   Savings  Association  Insurance  Fund
  ("SAIF") by assessing a special one-time  charge on SAIF deposits and in  turn
  reducing subsequent  SAIF deposit  insurance premiums.   That legislation  was
  not  passed, and there  is no similar  legislation proposed as  of the date of
  this report.  

  CREDIT RISK MANAGEMENT

  NONPERFORMING ASSETS AND RESTRUCTURED LOANS 


                                          MARCH 31,  Dec. 31, March 31,
  (Dollars in thousands)                     1996      1995      1995
  ----------------------------------------------------------------------
  Loans past due 90 days or more (1)        $3,137     $2,766   $1,774
  Nonaccrual loans                           1,710      1,852    3,709
  Foreclosed property                          244        325      445
  ----------------------------------------------------------------------

  Total nonperforming assets                $5,091     $4,943   $5,928
  ======================================================================

  Total nonperforming assets as a percentage
  of total loans and foreclosed property       .59%       .58%     .73%
  ======================================================================

  Restructured loans                        $  299     $  307   $  347
  ======================================================================

  (1)  Includes  government sponsored  student  loans totaling  $1.6  million at
  March 31, 1996 and December  31, 1995, and $1.0 million at March 31, 1995, for
  which there is minimal risk of loss.

     Expressed  as  a  percentage  of   total  loans  and  foreclosed  property,
  nonperforming assets remained  stable at .59% at  March 31, 1996 from  .58% at
  year-end  1995,  and down  from  .73% at  March  31, 1995.    Homeland's asset
  quality is a  reflection of the  company's community-based  banking focus  and
  conservative lending policies.


  ALLOWANCE FOR LOAN LOSSES

     The allowance  for loan losses is  a valuation reserve for estimated losses
  inherent in the loan  portfolio.  Actual credit losses, net of recoveries, are
  deducted  from  the  allowance  for  loan  losses  when  they  occur.  Factors
  considered in the evaluation of  the allowance level include  estimated future
  losses  from  loan   agreements  and  obligations,  deterioration   in  credit
  concentrations or pledged collateral,  and historical loss experience, as well
  as trends  in portfolio volume,  composition, delinquencies, and  nonaccruals.
  Management assesses the  adequacy of  the allowance  for loan  losses of  each
  subsidiary  bank  every   quarter.    However,  actual   losses  could  differ
  significantly from the amounts estimated by management.

     The allowance  for loan  losses stood  at $9.1  million at March  31, 1996,
  representing 1.06%  of total  loans  and 179%  of nonperforming  assets.   The
  allowance at  March  31, 1995,  stood  at 1.09%  of total  loans  and 149%  of
  nonperforming assets.  

     Homeland's loan  loss recoveries exceeded loans  charged off  for the first
  quarter by $80,000 due to the recoveries of several large  commercial credits.
  Previous  year first quarter charge offs exceeded recoveries by $339,000.  The
  provision for loan  losses was $410,000  and $114,000,  respectively, for  the
  first  quarters  of  1996  and  1995.    The  higher  provision  in  1996  was
  necessitated by loan growth during the past twelve months.  


  CAPITAL RESOURCES

  CAPITAL RATIOS                                            REGULATORY
                                                       CAPITAL REQUIREMENTS
                                                    -------------------------
                                MARCH 31,  March 31,    WELL       MINIMUM
                                  1996       1995   CAPITALIZED  REQUIREMENT
  ---------------------------------------------------------------------------

  Tier I risk-based capital      14.15%     13.05%      6.00%       4.00%
  Total risk-based capital       15.27      14.16      10.00        8.00
  Leverage capital                9.29       8.48       5.00        4.00

     Banking  is   an  extensively   regulated  industry.     To  maintain   the
  shareholders' and  customers' security, banking  regulatory agencies have  set
  forth capital  requirements based upon  the relative risk  of different assets
  held  by banks.    Homelands' capital  ratios  have consistently  exceeded the
  "well-capitalized"    regulatory    capital    requirements   for    financial
  institutions.

     Homeland's stockholders' equity  totaled $129.7 million at  March 31, 1996,
  a 9.8%  increase from  March 31,  1995.   Out of  net income  of $3.6  million
  during the first  three months of 1996,  Homeland retained $2.3 million  after
  paying dividends to stockholders of $1.3 million.  The net unrealized gain  on
  securities available for sale,  net of deferred income taxes,  was $217,000 at
  March 31, 1996,  compared to  a $1,745,000 net  unrealized loss  at March  31,
  1995.  Declining market  interest rates during 1995  were responsible for  the
  securities market value improvement.

     The  stockholders' equity-to-asset  ratio  was  10.67%  at March  31,  1996
  compared to  9.83% the  prior year.   Homeland's  book values  per share  were
  $22.49 and  $20.59 at  March 31,  1996 and  1995, respectively.   The  closing
  market trade price  of Homeland's common stock  was $29.13 per share  at March
  31, 1996.

     Homeland had  no commitments  for any significant  capital expenditures  at
  March  31,  1996,  and currently  carries  no  long-term  debt  at the  parent
  company.


  ASSET-LIABILITY MANAGEMENT

     Asset-liability  management encompasses  both the  maintenance of  adequate
  liquidity  and  the  management  of  interest  rate  sensitivity.    Liquidity
  management  involves planning  to meet  anticipated funding  needs.   Interest
  rate  sensitivity management  attempts  to provide  the  optimal level  of net
  interest income,  while managing  exposure to  risks associated  with interest
  rate movements.


  LIQUIDITY

     Core deposits  have historically provided  Homeland with a  major source of
  stable and  relatively  low-cost  funding.   Secondary  sources  of  liquidity
  include  federal  funds  sold,  maturing   securities  and  loans,  securities
  available  for sale,  and borrowed  funds. In  the normal course  of business,
  Homeland banks have  established short-term lines of credit for the management
  of daily liquidity needs.

     Cash and  cash  equivalents were  provided  by  $8.3 million  of  operating
  activities.  Investing activities used $10.4 million and financing  activities
  used $24.3 million  during the  first quarter of  1996.  Total  cash and  cash
  equivalents were $93.5  million at March  31, 1996, compared to  $52.0 million
  at March 31, 1995.  An increase in the  amount of federal funds purchased from
  downstream respondent banks was largely responsible for generating  the higher
  level of cash and cash equivalents at March 31, 1996.


  INTEREST RATE SENSITIVITY

     Interest rate  sensitivity has traditionally been measured by gap analysis,
  which represents the  difference between assets and  liabilities that  reprice
  in  certain  time periods.    This  method,  while  useful, has  a  number  of
  limitations as  it is  a static  point-in-time measurement  and does  not take
  into account the varying degrees  of sensitivity to interest rates  within the
  balance sheet.   As shown in  the following table, on  a static-gap basis, the
  cumulative  ratio   of  interest  sensitive   assets  to  interest   sensitive
  liabilities in a  one-year time frame was  1.13, and as a percentage  of total
  assets was 5.71%. 

     Because  of inherent  limitations of  gap  analysis, Homeland  periodically
  uses  an  earnings   simulation  model  to  more  realistically   measure  its
  sensitivity  to  changing  interest  rates.    Management  monitors  the  rate
  sensitivity and liquidity positions on  an ongoing basis and,  when necessary,
  appropriate action is taken to minimize any  adverse effects of rapid interest
  rate movements or any unexpected liquidity concerns.

  
  INTEREST RATE SENSITIVITY ANALYSIS 
  

                                                                                MARCH 31, 1996
                                               ---------------------------------------------------------------------------------
                                                               AFTER ONE    AFTER THREE
                                                    WITHIN      THROUGH       THROUGH
                                                     ONE         THREE         TWELVE        TOTAL       AFTER ONE
    (Dollars in thousands)                          MONTH        MONTHS        MONTHS      ONE YEAR        YEAR         TOTAL
    ----------------------------------------------------------------------------------------------------------------------------
                                                                                                       
    Interest earning assets
       Federal funds sold                       $    42,800   $       ---  $        ---  $     42,800  $       ---   $    42,800
       Securities                                    24,750         8,903        50,550        84,203      130,195       214,398
       Loans                                        230,714        48,871       191,114       470,699      386,355       857,054
    ----------------------------------------------------------------------------------------------------------------------------

    Total interest earning assets                   298,264        57,774       241,664       597,702      516,550     1,114,252
    ----------------------------------------------------------------------------------------------------------------------------
    Sources of funds
       Interest bearing demand deposits(1)           20,995           ---           ---        20,995       83,979       104,974
       Money market deposits(1)                     127,064           ---           ---       127,064       41,057       168,121
       Savings deposits(1)                           13,515           ---           ---        13,515       54,059        67,574
       Time deposits                                 51,801        66,800       169,393       287,994      200,557       488,551
       Federal funds purchased                       62,675           ---           ---        62,675          ---        62,675
       Other short-term borrowings                   15,703           ---           ---        15,703          ---        15,703
       Long-term borrowings                               5           159           120           284       46,857        47,141
    ----------------------------------------------------------------------------------------------------------------------------
    Total rate sensitive liabilities                291,758        66,959       169,513       528,230      426,509       954,739
       Demand deposits, net of cash and
          due from banks                                ---           ---           ---           ---       63,590        63,590
       Other, net                                       ---           ---           ---           ---       95,923        95,923
    ----------------------------------------------------------------------------------------------------------------------------

    Total sources of funds                          291,758        66,959       169,513       528,230      586,022     1,114,252
    ----------------------------------------------------------------------------------------------------------------------------

    Interest sensitivity gap                    $     6,506   $   (9,185)  $     72,151  $     69,472  $  (69,472)   $       ---
    ============================================================================================================================
    Cumulative gap                              $     6,506   $   (2,679)  $     69,472  $     69,472
    Cumulative gap as a percentage
       of total assets                                 1.36%          .60%         5.71%         5.71%
    Cumulative ratio of interest sensitive
       assets to interest sensitive liabilities        1.02           .99          1.13          1.13
    ===========================================================================================================================
    <FN>
    (1)<F1> On the basis of historical studies,  deposits determined to be less sensitive  to changes in market interest rates  
    are included in the "after one year" category.  </FN>
    




                            PART II.  OTHER INFORMATION
                            ---------------------------


  ITEM 1.   LEGAL PROCEEDINGS. 
  =======   ------------------ 

            Not applicable. 

  ITEM 2.   CHANGES IN SECURITIES. 
  =======   ---------------------  

            Not applicable. 

  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.  
  =======   -------------------------------   

            Not applicable. 

  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 
  =======   ---------------------------------------------------  

      (a)   The   Annual  Meeting   of  Shareholders   of  Homeland  Bankshares
            Corporation was held on April 16, 1996.  

      (b)   There was  no solicitation in  opposition to management's  nominees
            for directors listed in  Homeland's Proxy Statement dated March 19,
            1996.  All nominees were elected.  

  ITEM 5.   OTHER INFORMATION. 
  =======   -----------------  

            Not applicable.

  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. 
  =======   --------------------------------  

      (a)   EXHIBITS:  Index to Exhibits - Page 16.  

            Exhibit 11   Statement Re Computation of Earnings Per Share.  

            Exhibit 27   Financial Data Schedule

      (b)   REPORTS ON FORM 8-K: 

            No reports were  filed on Form 8-K during  the quarter ended  
            March 31, 1996.  


                                *** SIGNATURES ***


        Pursuant to the  requirements of  the Securities Exchange  Act of  1934,
  the registrant has duly caused this report  to be  signed on  its behalf  by 
  the  undersigned thereunto  duly  authorized. 



                                 HOMELAND BANKSHARES CORPORATION 
                                          (Registrant)
   
   

  Date  May 9, 1996              /s/ Erl A. Schmiesing
        -----------              ----------------------------------------------
                                 Erl A. Schmiesing, Chairman, President & CEO
                                 (Principal Executive Officer)


  Date  May 9, 1996              /s/ Robert S. Kahler
        -----------              ----------------------------------------------
                                 Robert S. Kahler, EVP & CFO
                                 (Principal Financial and Accounting Officer)

                                                                                
    
  ------------------------------------------------------------------------------



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                                       
                            ---------------------------

                                 INDEX TO EXHIBITS
                           TO FORM 10-Q QUARTERLY REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                                                       
                           ----------------------------

                          HOMELAND BANKSHARES CORPORATION
                               229 EAST PARK AVENUE
                             WATERLOO, IOWA 50704-5300

  EXHIBIT NO.                          ITEM                                 PAGE
  -----------    -------------------------------------------------------    ----
                                                                            
     11          Statement Re Computation of Earnings Per Share              17 

     27          Financial Data Schedule                                     18 

  


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