SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-Q/A

                         AMENDMENT No. 1


(Mark One)
 
[ X ]  Quarterly Report Under Section 13 or 15(d) of the Securities     
       Exchange Act of 1934 
       For the quarterly period ended:  September 10, 1994           
   
                                  OR                                       

            
[   ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities 
       Exchange Act of 1934 
       For the transition period from ______ to ______


Commission file No.:  33-48862


                  HOMELAND HOLDING CORPORATION
     (Exact name of registrant as specified in its charter)


          Delaware                          73-1311075
  (State or other jurisdiction of        (I.R.S. Employer
  incorporation or organization)        Identification No.)


                      400 N.E. 36th Street
                  Oklahoma City, Oklahoma 73125
      (Address of principal executive offices)   (Zip Code)


                         (405) 557-5500
      (Registrant's telephone number, including area code)


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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of October 21, 1994.

  Class A Common Stock, including redeemable common stock: 34,743,200 shares
                   Class B Common Stock:  None



Item 6.   Exhibits and Reports on Form 8-K


          (a)  Exhibits:  The following exhibits are filed as
               part of this Report:

          Exhibit No.    Description

            10ll   (1)   Employment Agreement, dated as of
                         August 11, 1994, between Homeland and
                         Max E. Raydon.

            10mm   (1)   Employment Agreement, dated as of
                         August 11, 1994, between Homeland and
                         Jack M. Lotker.

            10nn   (1)   Employment Agreement, dated as of
                         August 11, 1994, between Homeland and
                         Steve Mason.

            10oo   (1)   Employment Agreement, dated as of
                         August 11, 1994, between Homeland and
                         Al Fideline.

            27           Financial Data Schedule.

            
          (1)  Management contract or compensatory plan.



          (b)  Reports on Form 8-K:  No reports on Form 8-K were
               filed during the quarter ended September 10,
               1994.

                          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 HOLDING CORPORATION


Date:  December 21, 1994      By:  Mary Mikkelson               
                                   Mary Mikkelson, Chief
                                   Accounting Officer, Assistant
                                   Treasurer and Assistant
                                   Secretary (Principal
                                   Accounting Officer)