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 JUNE 30, 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 August 2, 1996:

                 5,703,378 SHARES COMMON STOCK, $12.50 PAR VALUE

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

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

HOMELAND BANKSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
                                             JUNE 30,    December 31,
(Dollars in thousands, except per share data)  1996          1995  
- --------------------------------------------------------------------
ASSETS
Cash and due from banks                   $   51,618     $   46,072
Federal funds sold                            12,700         73,850
- -------------------------------------------------------------------
Total cash and cash equivalents               64,318        119,922

Securities available for sale 
  (amortized cost $201,867 in 1996 
  and $216,565 in 1995)                      201,361        217,556

Loans
  Commercial, financial, and agricultural    188,362        178,662
  Commercial real estate                     238,276        213,957
  Consumer real estate                       319,427        318,461
  Consumer                                   138,292        133,709
- -------------------------------------------------------------------
Total loans                                  884,357        844,789
  Allowance for loan losses                   (8,913)        (8,603)
- ------------------------------------------------------------------- 
Net loans                                    875,444        836,186

Premises and equipment                        24,623         24,609
Intangible assets                             17,396         18,471
Other assets                                  16,613         16,163
- -------------------------------------------------------------------

Total assets                              $1,199,755     $1,232,907
===================================================================

LIABILITIES
Deposits
  Noninterest bearing demand              $  118,638     $  123,902
  Interest bearing demand                     97,973        106,447
  Money market                               168,547        174,000
  Savings                                     65,637         68,477
  Time                                       496,732        489,893
- -------------------------------------------------------------------
Total deposits                               947,527        962,719

Federal funds purchased                       44,575         70,225
Other short-term borrowings                   19,000         15,587
Accrued expenses and other liabilities        12,169         13,130
Long-term borrowings                          46,976         43,925
- -------------------------------------------------------------------

Total liabilities                          1,070,247      1,105,586
- -------------------------------------------------------------------

Commitments and Contingencies (Notes 4 and 5)

STOCKHOLDERS' EQUITY
Common stock, $12.50 par value; 25,000,000 
  shares authorized; 5,703,378 shares issued 
  and outstanding (5,740,513 in 1995)         71,292         71,756
Additional paid-in capital                       ---            246
Retained earnings                             58,533         54,697
Net unrealized gain (loss) on securities 
  available for sale, net of income taxes       (317)           622
- -------------------------------------------------------------------

Total stockholders' equity                   129,508        127,321
- -------------------------------------------------------------------

Total liabilities and stockholders' 
  equity                                  $1,199,755     $1,232,907
===================================================================

See notes to consolidated financial statements


HOMELAND BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

                                    THREE MONTHS ENDED, SIX MONTHS ENDED
                                         JUNE 30,           JUNE 30,
(Dollars in thousands, 
except per share data)                1996      1995       1996     1995  
- ------------------------------------------------------------------------

Interest income
  Loans                             $19,252    $18,403   $38,261  $35,816
  Taxable securities                  2,635     3,846     5,349     7,755
  Tax-exempt securities                 439       516       887     1,075
  Federal funds sold                    515       137     1,315       363
- -------------------------------------------------------------------------

Total interest income                22,841    22,902    45,812    45,009
- -------------------------------------------------------------------------

Interest expense
  Deposits                            8,724     9,025    17,434    17,846
  Short-term borrowings               1,008     1,838     2,174     3,570
  Long-term borrowings                  690       207     1,377       251
- -------------------------------------------------------------------------

Total interest expense               10,422    11,070    20,985    21,667
- -------------------------------------------------------------------------

Net interest income                  12,419    11,832    24,827    23,342
  Provision for loan losses             561       269       971       383
- -------------------------------------------------------------------------

Net interest income after provision 
  for loan losses                    11,858    11,563    23,856    22,959
- -------------------------------------------------------------------------

Noninterest income
  Data processing services              604       616     1,234     1,266
  Trust services                        618       623     1,217     1,158
  Student loan servicing fees           287       264       606       508
  Deposit account service charges       854       771     1,703     1,475
  Securities gains                        3         3        17        31
  Other                                 788       671     1,448     1,151
- -------------------------------------------------------------------------
                                               
Total noninterest income              3,154     2,948     6,225     5,589
- -------------------------------------------------------------------------

Noninterest expenses
  Personnel                           4,965     4,868    10,040     9,461
  Occupancy                             908       692     1,581     1,237
  Equipment                             610       562     1,245     1,191
  Supplies                              249       248       495       663
  Advertising and promotion             408       392       804       952
  FDIC insurance                        145       532       295     1,064
  Intangible amortization               538       538     1,075     1,075
  Other real estate owned               (35)      (94)      (33)     (146)
  Other                               1,290     1,503     2,634     2,951
- -------------------------------------------------------------------------

Total noninterest expenses            9,078     9,241    18,136    18,448
- -------------------------------------------------------------------------

Income before income taxes            5,934     5,270    11,945    10,100

Income tax expense                    2,246     2,036     4,612     3,790
- -------------------------------------------------------------------------

NET INCOME                           $3,688    $3,234    $7,333   $ 6,310
=========================================================================

NET INCOME PER SHARE                 $  .65    $  .56    $ 1.28   $  1.10
=========================================================================
AVERAGE NUMBER OF SHARES 
  OUTSTANDING                     5,730,094 5,739,111 5,741,372 5,738,912
=========================================================================

See notes to consolidated financial statements 


HOMELAND BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                  SIX MONTHS ENDED
                                                      JUNE 30,
(Dollars in thousands)                             1996       1995  
- -------------------------------------------------------------------
OPERATING ACTIVITIES
Net income                                     $  7,333    $  6,310
Adjustments to reconcile net income to net
  cash provided by operating activities
   Amortization and accretion                     1,657       1,019
   Depreciation                                     987         999
   Provision for loan losses                        971         383
   Provision for deferred income taxes             (615)        592
   Net gain on securities
     Available for sale                             (17)        (21)
     Held to maturity                               ---         (10)
   Net gain on sales of other assets                (92)        (78)
   (Increase) decrease in other assets              108      (2,334)
   Decrease in accrued expenses and other 
     liabilities                                   (346)     (1,858)
- -------------------------------------------------------------------
Net cash provided by operating activities         9,986       5,002
- -------------------------------------------------------------------

INVESTING ACTIVITIES
Proceeds from sales of securities available 
  for sale                                           44         135
Proceeds from maturities and calls of securities
  Available for sale                             39,134      24,044
  Held to maturity                                  ---      27,001
Purchases of securities
  Available for sale                            (24,523)    (38,769)
  Held to maturity                                  ---        (616)
Net increase in loans                           (40,709)    (45,582)
Purchases of premises and equipment              (1,446)     (1,140)
Proceeds from sales of other assets                 495         147
- -------------------------------------------------------------------
Net cash used for investing activities          (27,005)    (34,780)
- -------------------------------------------------------------------

FINANCING ACTIVITIES
Net decrease in deposits                        (15,192)    (16,454)
Net increase (decrease) in federal funds 
  purchased                                     (25,650)     36,750
Net increase (decrease) in other short-term 
  borrowings                                      3,413     (30,320)
Proceeds from long-term borrowings                3,300      40,000
Repayments of long-term borrowings                 (249)       (225)
Payments of cash dividends                       (2,583)     (2,468)
Proceeds from stock options                       1,514         ---
Purchase of common stock                         (3,138)        ---
- -------------------------------------------------------------------
Net cash provided by (used for) financing 
  activities                                    (38,585)     27,283
- -------------------------------------------------------------------
Net decrease in cash and cash equivalents       (55,604)     (2,495)
Cash and cash equivalents at beginning of 
  period                                        119,922      61,392
- -------------------------------------------------------------------
Cash and cash equivalents at end of period     $ 64,318    $ 58,897
===================================================================
                                                                   
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid
  Interest                                     $ 21,833    $ 22,050
  Income taxes                                    4,786       3,111
Noncash investing and financing activities
  Loans transferred to (from) foreclosed 
    property                                        334         (32)
  Sales of foreclosed property financed by 
    Homeland                                        157          56
===================================================================

See notes to consolidated financial statements 


HOMELAND BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

                                                                     NET
                                            ADDITIONAL            UNREALIZED
(Dollars in thousands,            COMMON     PAID-IN   RETAINED   SECURITIES
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                          ---       ---      7,333         ---        7,333
  Cash dividends - $.45 per share     ---       ---     (2,583)        ---       (2,583)
  Common stock issued under stock 
    option plans                      814       700        ---         ---        1,514
  Common stock purchased           (1,278)     (946)      (914)        ---       (3,138)
  Net unrealized loss on securities 
    available for sale                ---       ---        ---        (939)        (939)
- ---------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1996          $71,292     $ ---    $58,533     $  (317)    $129,508
=======================================================================================

Balance at January 1, 1995        $71,734     $ 227    $46,068     $(3,287)    $114,742
  Net income                          ---       ---      6,310         ---        6,310
  Cash dividends - $.43 per share     ---       ---     (2,468)        ---       (2,468)
  Net unrealized gain on securities                
    available for sale                ---       ---        ---       3,031        3,031
- ---------------------------------------------------------------------------------------                                          
Balance at June 30, 1995          $71,734     $ 227    $49,910     $  (256)    $121,615
=======================================================================================

<FN>
See notes to consolidated financial statements
</FN>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 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  June 30,  1996  and  1995,  accumulated
intangible amortization was $6,528,000 and $4,379,000, 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      SIX MONTHS ENDED
                                     JUNE 30,                 JUNE 30,
   (Dollars in thousands)         1996     1995            1996    1995  
   -----------------------------------------------------------------------

   Gross realized gains           $   3   $    3          $  17    $  31
   Gross realized losses            ---      ---            ---      ---
   -----------------------------------------------------------------------

   Total                          $   3   $    3          $  17    $  31
   =======================================================================





                                                          AMORTIZED      UNREALIZED    UNREALIZED   MARKET
      (Dollars in thousands)                                COST           GAINS         LOSSES     VALUE 
      ------------------------------------------------------------------------------------------------------
                                                                                      
      U.S. Treasury                                     $    57,620     $      144    $    (332)  $   57,432
      U.S. Government agencies                               18,402             96          (98)      18,400
      U.S. Government agencies mortgage-backed               64,091            333         (900)      63,524
      Student loan participation certificates                19,997            ---          ---       19,997
      States and political subdivisions                      30,008            566         (192)      30,382
      Corporate mortgage-backed                               3,581            ---         (123)       3,458
      Other                                                   8,168            ---          ---        8,168
      ------------------------------------------------------------------------------------------------------

      BALANCE AT JUNE 30, 1996                          $   201,867     $    1,139    $  (1,645)  $  201,361
      ======================================================================================================

      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           SIX MONTHS ENDED
                                                                   JUNE 30,                    JUNE 30,
      (Dollars in thousands)                                  1996           1995      1996             1995
      ------------------------------------------------------------------------------------------------------
                                                                                      
      Balance at beginning of period                    $     9,093     $    8,857    $   8,603   $    9,082
      Provision for loan losses                                 561            269          971          383
      Loan loss recoveries                                      476             83        1,290          186
      Loans charged off                                      (1,217)          (259)      (1,951)        (701)
      ------------------------------------------------------------------------------------------------------ 

      Balance at end of period                          $     8,913     $    8,950    $   8,913   $    8,950
      ======================================================================================================


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


                                                   JUNE 30, DEC. 31,   
      (Dollars in thousands)                         1996      1995
      --------------------------------------------------------------
      Balance of impaired loans                     $ 128     $  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     $ 128     $  664
      ==============================================================

      Portion of allowance for loan losses allocated 
        to the impaired loan balance                $  19     $   52
      ==============================================================

      Average investment in impaired loans during 
        the period                                  $ 498     $2,057
      ==============================================================


4. SHORT-TERM BORROWINGS

   At June  30, 1996, other  short-term borrowings consisted  of $10 million  of
advances  from  the Federal  Home  Loan Bank  ("FHLB")  and $9  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
June 30, 1996, these unused lines of credit aggregated $212 million.  


5. LONG-TERM BORROWINGS

   At June  30,  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 certain  U.S.  Government securities,  eligible
consumer  real estate  loans, and FHLB  stock, and  were scheduled  to mature as
follows:  

(Dollars in thousands)                                          
- ----------------------------------------------------------------
1996                                                     $   273
1997                                                      40,486
1998                                                         290
1999                                                         294
2000                                                       1,498
Thereafter                                                 4,135
- ----------------------------------------------------------------

Balance at end of period                                 $46,976
================================================================


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 six months  ended June 30, 1996, Homeland  repurchased
approximately 102,000 shares at a total cost of $3,138,000.  


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

HOMELAND BANKSHARES CORPORATION
FINANCIAL HIGHLIGHTS
                                      THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
(Dollars in thousands, except per share data)  1996       1995     % Change     1996       1995     % Change  
- ------------------------------------------------------------------------------------------------------------

OPERATING RESULTS                                                                     
   Net interest income                        $12,419    $11,832      5.0%     $24,827    $23,342      6.4%
   Provision for loan losses                      561        269    108.6          971        383    153.5
   Noninterest income                           3,154      2,948      7.0        6,225      5,589     11.4
   Noninterest expenses                         9,078      9,241     -1.8       18,136     18,448     -1.7
   Income tax expense                           2,246      2,036     10.3        4,612      3,790     21.7
   Net income                                   3,688      3,234     14.0        7,333      6,310     16.2

PER SHARE DATA
   Net income                                    $.65       $.56     16.1%       $1.28      $1.10     16.4%
   Cash dividends                                 .23        .22      4.5          .45        .43      4.7
   Book value                                   22.71      21.19      7.2        22.71      21.19      7.2
   Tangible book value                          19.66      17.79     10.5        19.66      17.79     10.5
   Market price                                 33.75      24.00     40.6        33.75      24.00     40.6%

END OF PERIOD BALANCES
   Loans                                     $884,357   $839,248      5.4%    $884,357   $839,248      5.4%
   Deposits                                   947,527    932,906      1.6      947,527    932,906      1.6
   Stockholders' equity                       129,508    121,615      6.5      129,508    121,615      6.5
   Total assets                             1,199,755  1,225,399     -2.1    1,199,755  1,225,399     -2.1
   Nonperforming assets                         3,693      6,297    -41.4        3,693      6,297    -41.4

AVERAGE BALANCES
   Loans                                     $873,994   $821,557      6.4%    $861,258   $808,953      6.5%
   Deposits                                   947,430    942,811       .5      944,276    947,926      -.4
   Stockholders' equity                       129,848    119,498      8.7      129,408    117,660     10.0
   Total assets                             1,216,874  1,208,088       .7    1,218,452  1,203,875      1.2
   Total earning assets                     1,119,529  1,111,223       .7    1,122,222  1,104,641      1.6

FINANCIAL RATIOS                                       
   Return on average total assets                1.22%      1.07%                 1.21%      1.06%
   Return on average stockholders' equity       11.42      10.86                 11.40      10.81
   Net interest margin                           4.54       4.36                  4.53       4.36
   Efficiency ratio                             54.31      62.13                 54.32      63.20
   Stockholders' equity to total assets         10.79       9.92                 10.79       9.92
   Leverage capital ratio                        9.37       8.60                  9.37       8.60


EARNINGS ANALYSIS

PERFORMANCE SUMMARY

   Homeland Bankshares  Corporation increased its  net earnings by $1.0  million
to reach $7.3 million  for the first half of 1996 compared to the same period in
1995,  representing a  16.2% increase.   Net income  per share  also improved to
$1.28 from $1.10 for the same six-month periods.  Second quarter net income  was
14.0% higher, improving to $3.7  million for 1996, compared to $3.2  million for
1995.  Per share earnings were $.65  and $.56 for the three-month periods  ended
June 30, 1996 and 1995, respectively.

   Year-to-date earnings  in  1996 have  profited  from  a higher  net  interest
margin and from improvements in operating efficiencies.  Net interest margin for
the first six  months of 1996 was  4.53%, 17 basis  points higher than the  same
period  of 1995.  Homeland's  efficiency ratio has  shown consistent improvement
over  the last several  years, to 54.3% at  June 30, 1996  compared to 63.2% one
year  ago.    Increased  noninterest  income  combined  with  lower  noninterest
expenses, partially attributable to the reduced FDIC insurance premiums, reduced
the effect of  an increased provision for loan losses  to boost consolidated net
income for 1996.

   Return on average  assets was 1.21%  and 1.06%  for the first  six months  of
1996 and  1995, respectively.   The return on  average stockholders' equity  was
11.40% and  10.81% for the  same periods.   The  second quarter  1996 return  on
average assets was 1.22% with a 11.42% return on average equity.  Book value per
share was $22.71 with a market price of $33.75 at June 30, 1996.


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 $24,827,000  through June 30,  1996 and $23,342,000
for  the same  period  of  1995.   Taxable-equivalent  net  interest income  was
$25,263,000 and $23,862,000  for the six  months ended June  30, 1996 and  1995,
respectively.   Net interest income  for the  1996 second  quarter was  $587,000
higher  than in  1995,  and  $560,000  higher  on  a  taxable-equivalent  basis.
Homeland  has experienced  growth in net  interest income from  a combination of
earning  assets  growth  and  effective  management  of  overall  interest  rate
sensitivity and liquidity.


NET INTEREST SPREAD AND MARGIN

                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                               JUNE 30,              JUNE 30,
(Taxable-equivalent basis)                   1996   1995            1996  1995  
- --------------------------------------------------------------------------------

Yield on earning assets                     8.28%  8.36%          8.29%   8.31%
Rate on interest bearing liabilities        4.40   4.62           4.42    4.56  
- --------------------------------------------------------------------------------

NET INTEREST SPREAD                         3.88   3.74           3.87    3.75
Noninterest bearing funds contribution       .66    .62            .66     .61  
- --------------------------------------------------------------------------------

NET INTEREST MARGIN                         4.54%  4.36%          4.53%   4.36%
================================================================================


   Net interest spread improved by  12 basis points for the first half  of 1996,
compared to  the first half  of 1995, while net  interest margin improved  by 17
basis points for the same period.  The higher net interest margin  resulted from
the growth in loan volume  over the past year, combined with a  reduction in the
cost of funds.  Net interest spread and margin for the three-month periods ended
June 30, 1996 and 1995 also showed improvements of  14 basis points and 18 basis
points, respectively.


NONINTEREST INCOME

   Noninterest  income was up by  $636,000 or 11.4% for  the first six months of
1996 compared to the same  period of 1995.   As a percentage of average  assets,
year-to-date noninterest income increased to 1.03% in 1996 from .94% in 1995.

   Contributing to the 1996 earnings improvement were increases of 5.1% in trust
services revenue,  19.3% in student  loan servicing  fees, and 15.5%  in deposit
account  service  charges.  Data  processing  service  revenue showed  a  slight
decrease from the 1995 period.

   Total  noninterest income  for  the  second quarters  of  1996 and  1995  was
$3,154,000 and $2,948,000, respectively,  a 7.0% increase.  The largest share of
the higher 1996 second quarter increase  was from deposit account service charge
increases.  Other contributing factors were higher revenue levels generated from
the servicing of student loans and real estate loans.


NONINTEREST EXPENSES

   Homeland's noninterest expenses as  a percentage of average assets  was 2.99%
compared to 3.09% for the six months ended June 30, 1996 and 1995, respectively.
Total noninterest expenses declined by $312,000 for the first six months of 1996
compared to  the equivalent period in  1995.  Expenses associated  with the 1995
corporate name  change had boosted  noninterest expenses  for the first  half of
1995  by  approximately  $460,000.    Excluding  those  one-time   costs,  total
noninterest expenses for the first half  of 1996 compared to the same period  of
1995 increased by less than 1%.

   Personnel  costs, typically  the  largest component  of noninterest  expense,
showed a $579,000 or 6.1% increase for  the first six months of 1996 compared to
the same period of 1995.  The majority of the increase was due to  higher health
insurance premiums and other employee benefit costs.

   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  $769,000  to Homeland's  decline  in noninterest
expenses in the first half of 1996 compared to the 1995 first half.

   A common 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 was 54.32%  for the 1996 first  half, improved from
1995's  efficiency ratio of  63.20% for the  same period.   Systems conversions,
departmental  consolidations,  and centralization  of  banking  functions is  an
ongoing process designed to  improve operating efficiencies as well  as customer
services.


CREDIT RISK MANAGEMENT

NONPERFORMING ASSETS AND RESTRUCTURED LOANS 


                                       JUNE 30,   Dec. 31, June 30,
(Dollars in thousands)                   1996      1995      1995  
- --------------------------------------------------------------------
Loans past due 90 days or more(1)       $2,444    $2,766    $2,284
Nonaccrual loans                         1,068     1,852     3,425
Foreclosed property                        181       325       588
- --------------------------------------------------------------------

Total nonperforming assets              $3,693    $4,943    $6,297
====================================================================

Total nonperforming assets as a percentage
of total loans and foreclosed property     .42%      .58%      .75%
====================================================================

Restructured loans                        $286      $307      $346
====================================================================

(1)  Includes government sponsored student  loans totaling $2.0  million at June
30,  1996, $2.2 million at December 31, 1995, and $1.7 million at June 30, 1995,
for which there is minimal risk of loss.

   Homeland's  nonperforming  assets were  reduced to  the  lowest level  in the
company's history, totaling .42%  of total loans and foreclosed property at June
30,  1996.   Total nonperforming  assets  were $3.7  million at  June 30,  1996,
compared  to  $6.3  million the  prior  year,  representing  a 41%  improvement.
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 $8.9  million  at June  30,  1996,
representing  1.01% of total loans and 241%  of nonperforming assets.  The prior
year allowance stood at 1.07% of total loans and 142% of nonperforming assets.  

   Net loan charge  offs totaled $661,000 during  the first six months  of 1996.
This compares to $515,000 for the equivalent period of 1995.  The provisions for
loan  losses were $971,000 and $383,000 respectively, for the first two quarters
of  1996 and 1995.  The higher provision in 1996 was necessitated by loan growth
during the past twelve months.  Net loan charge offs and loan loss provision for
the 1996 second quarter were $741,000 and $561,000, respectively.


CAPITAL RESOURCES

CAPITAL RATIOS                                         REGULATORY
                                                   CAPITAL REQUIREMENTS
                                                 ------------------------
                              JUNE 30,  June 30,     WELL      MINIMUM
                                1996     1995    CAPITALIZED  REQUIREMENT
- -------------------------------------------------------------------------
Tier I risk-based capital      13.99%   12.96%     6.00%      4.00%
Total risk-based capital       15.05    14.04     10.00       8.00
Leverage capital                9.37     8.60      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 $129.5  million at June  30, 1996, a
6.5% increase from June 30, 1995.  Out of net income of $7.3 million  during the
first six months of 1996, Homeland retained $4.7 million after paying  dividends
to  stockholders  of  $2.6  million.   The  net  unrealized  loss on  securities
available for sale, net of deferred income taxes, was $317,000 at June 30, 1996,
compared to a $256,000 net unrealized loss at June 30, 1995.  

   The  stockholders' equity-to-asset ratio was 10.79% at June 30, 1996 compared
to 9.92%  the prior  year.   Homeland's book  values per  share were  $22.71 and
$21.19 at  June 30,  1996 and 1995,  respectively.   The market  trade price  of
Homeland's common stock was $33.75 per share at June 30, 1996.

   Homeland  had no commitments for any significant capital expenditures at June
30, 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  $10.0  million of  operating
activities.   Investing activities used  $27.0 million and  financing activities
used  $38.6  million during  the  first  half  of 1996.    Total  cash and  cash
equivalents were  $64.3 million at June  30, 1996, compared to  $58.9 million at
June 30, 1995.


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 table following,  on a static-gap  basis, the cumulative  ratio of
interest sensitive assets to  interest sensitive liabilities in a  one-year time
frame was 1.05, and as a percentage of total assets was 2.17%. 

   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 


                                                               JUNE 30, 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                $   12,700  $     --- $       ---  $   12,700  $      ---  $   12,700
  Securities                            30,692     11,623      45,722      88,037     113,324     201,361
  Loans                                234,857     50,457     199,653     484,967     399,390     884,357
- ----------------------------------------------------------------------------------------------------------

Total interest earning assets          278,249     62,080     245,375     585,704     512,714   1,098,418
- ----------------------------------------------------------------------------------------------------------
Sources of funds
  Interest bearing demand deposits(1)   19,595        ---         ---      19,595      78,378      97,973
  Money market deposits(1)             125,478        ---         ---     125,478      43,069     168,547
  Savings deposits(1)                   13,127        ---         ---      13,127      52,510      65,637
  Time deposits                         53,794     56,425     187,483     297,702     199,030     496,732
  Federal funds purchased               44,575        ---         ---      44,575         ---      44,575
  Other short-term borrowings           19,000        ---         ---      19,000         ---      19,000
  Long-term borrowings                       5         10      40,119      40,134       6,842      46,976
- ---------------------------------------------------------------------------------------------------------
Total rate sensitive liabilities       275,574     56,435     227,602     559,611     379,829     939,440
  Demand deposits, net of cash and
     due from banks                        ---        ---         ---         ---      67,020      67,020
  Other, net                               ---        ---         ---         ---      91,958      91,958
- ---------------------------------------------------------------------------------------------------------

Total sources of funds                 275,574     56,435     227,602     559,611     538,807   1,098,418
- ---------------------------------------------------------------------------------------------------------

Interest sensitivity gap            $    2,675  $   5,645  $   17,773  $   26,093  $  (26,093) $      ---
=========================================================================================================
Cumulative gap                      $    2,675  $   8,320  $   26,093  $   26,093   
Cumulative gap as a percentage
  of total assets                          .22%       .69%       2.17%       2.17%
Cumulative ratio of interest sensitive
  assets to interest sensitive 
  liabilities                             1.01       1.03        1.05        1.05                             
=====================================================================================================
<FN>
<F1>(1) 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. 
=======  ---------------------------------------------------  

         Not applicable.  

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 June 30, 
         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    August 2, 1996          /s/ Erl A. Schmiesing
      --------------------      ----------------------------------------------
                                Erl A. Schmiesing, Chairman, President & CEO
                                (Principal Executive Officer)


Date    August 2, 1996          /s/ Robert S. Kahler
      --------------------     -------------------------------------------------
                               Robert S. Kahler, Executive Vice President & 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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