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  11127999
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AMENDMENT NO. 1 TO THE MORTGAGE,
         SECURITY AGREEMENT AND FINANCIAL STATEMENT
  
           AMENDMENT NO. 1, dated as of April 21, 1995, to
  the Mortgage, Security Agreement and Financing Statement,
  dated as of March 4, 1992 (the "Mortgage"), from Homeland
  Stores, Inc., a Delaware corporation (the "Mortgagor"), to
  United States Trust Company of New York, a New York banking
  corporation, as collateral trustee (the "Collateral Trust
  ee") for the ratable benefit of the holders of the Senior
  Secured Notes (as hereinafter defined) (the "Noteholders").
  Capitalized terms used herein and not otherwise defined
  herein shall have the meaning given to such terms in the
  Mortgage.
  
                          RECITALS
  
           WHEREAS, Mortgagor is the owner of a fee estate in
  all buildings, structures and improvements (the
  "Improvements") and the real property underlying and
  adjacent to said Improvements described on Schedule A with
  respect to those properties set forth on Schedule 1 and
  Mortgagor is the owner of a leasehold estate in all
  Improvements located on the land described in Schedule A
  (and the holder of a leasehold estate in and to all or a
  portion of the underlying land) with respect to those
  properties set forth on Schedule 2;
  
           WHEREAS, Mortgagor, Homeland Holding Corporation
  ("Holding"), and the Collateral Trustee have heretofore
  entered into an Indenture, dated as of March 4, 1992, as
  supplemented (the "Indenture"), providing for the issuance
  of up to $120,000,000 in aggregate principal amount of the
  Company's senior secured notes (together with any securities
  issued in replacement thereof or in exchange or substitution
  thereof, the "Senior Secured Notes");
  
           WHEREAS, pursuant to the terms of the Indenture,
  to secure the payment and performance by the Company of the
  Obligations, the Company and the Collateral Trustee have
  heretofore entered into the Mortgage, whereby the Company
  has granted to the Collateral Trustee for the ratable bene
  fit of the Noteholders a security interest in the Mortgaged
  Property; and
  
           WHEREAS, Noteholders of at least a majority in
  principal amount of the Senior Secured Notes then outstand
  ing (other than Senior Secured Notes owned by the Company or
  any of its affiliates) have consented to the amendments to
  the Mortgage set forth herein.
  
           NOW, THEREFORE, in consideration of the foregoing
  and for good and valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged, the Company and
  the Collateral Trustee (for the ratable benefit of the
  Noteholders) agree as follows:
  
           Section 1.  Amendment to Section 15 of the Mort
  gage.  Section 15 of the Mortgage is amended by adding the
  following new subsection (h) at the end thereof:
  
           "(h)  Notwithstanding anything in this Mortgage to
          the contrary (including, without limitation,
          Sections 3(a), 4, 15(b)(2) and 15(b)(5) hereof), no
          default under, modification or termination of, or
          any action or inaction with regard to, the Lease
          Contract, dated July 19, 1991, as supplemented,
          between Mortgagor and Weingarten/Oklahoma, Inc.
          (including any agreement relating thereto), relating
          to Homeland Store No. 106 - Max Saver Foods, Reno
          and Air Depot, Midwest City, Oklahoma, shall
          constitute a default or event of default hereunder".
  
           Section 3.  Ratification.  The Mortgage, as amend
  ed by this Amendment No. 1, is hereby in all respects rat
  ified and confirmed.
  
           Section 4.  Governing Law.  This Amendment No. 1
  shall be governed by, and construed in accordance with, the
  laws of the State of New York, without regard to conflicts
  of laws principles.
  
           Section 5.  Counterparts.  This Amendment No. 1
  may be executed in any number of counterparts, each of which
  shall, when executed, be deemed to be an original and all of
  which shall be deemed to be one and the same instrument.
           IN WITNESS WHEREOF, the parties hereto have ex
  ecuted this Amendment No. 1 as of the date first above writ
  ten.
  
  
                                                   HOMELAND
                              STORES, INC.
  
  
  
                               By:/s/ Mark S. Sellers
                                  Name: Mark S. Sellers
                                  Title: Executive Vice
                                         President-Finance
  
  
  ATTEST:
  
  
  
  By:/s/ James A. Demme
     Name: James A. Demme
     Title: President and Chief
           Executive Officer