Form 12b-25
[As last amended in Release No.34-31905, February 23, 1993, 58 F.R. 14628.]
                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 12b-25
                        NOTIFICATION OF LATE FILING

                               (Check One):
  [X] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q  [ ] Form N-SAR
     For Period Ended:   December 30, 1995      
  [ ]Transition Report on Form 10-K
  [ ]Transition Report on Form 20-F     
  [ ]Transition Report on Form 11-K
  [ ]Transition Report on Form 10-Q
  [ ]Transition Report on Form N-SAR
  For the Transition Period Ended:
                                                                              

  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
  Nothing in this form shall be construed to imply that the Commission has
  verified any information contained herein.

                                                                              

  If the notification relates to a portion of the filing checked above, identify
  the Item(s) to which the notification relates:..............................
  
  ..............................................................................

                                                                              
       
  Part I-Registrant Information

                                                                              

     Full Name of Registrant       HOMELAND HOLDING CORPORATION

     Former Name if Applicable

     Address of Principal Executive Officer (Street and Number)

                              2601 N.W. Expressway, Oil Center East
  
     City, State and Zip Code Oklahoma City, Oklahoma 73112
                                                                              



  Part II-Rules 12b-25 (b) and (c)

                                                                              

  If the subject report could not be filed without unreasonable effort or
  expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
  following should be completed. (Check box if appropriate)

  [X]     (a) The reasons described in reasonable detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;

  [X]     (b) The subject annual report, semi-annual report, transition report
          on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
          be filed on or before the fifteenth calendar day following the
          prescribed due date; or the subject quarterly report or transition
          report on Form 10-Q, or portion thereof will be filed on or before
          the fifth calendar day following the prescribed due date; and

  [ ]     (c) The accountant's statement or other exhibit required by Rule
          12b-25(c) has been attached if applicable.

                                                                               

Part III-Narrative

                                                                               

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-
SAR or the transition report or portion thereof could not be filed within the
prescribed time period.

  The Registrant has been unable to compile all the information necessary to
  complete the filing of the Form 10-K.
                                                                               

Part IV-Other Information

                                                                               

(1)  Name and telephone number of person to contact in regard to this   
     notification

     Larry W. Kordisch        (405)               879-6600
     (Name)                 (Area Code)       (Telephone Number)

(2)  Have all other periodic reports required under section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter period that
     the registrant was required to file such report(s) been filed?  If the
     answer is no, identify report(s).

                         [X] Yes        [ ] No

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(3)  Is it anticipated that any significant change in results of operations
     from the corresponding period for the last fiscal year will be reflected
     by the earnings statements to be included in the subject report or portion
     thereof?

                         [X] Yes        [ ] No    

  If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

  It is estimated that the Registrant's net sales for fiscal 1995 will be $630.3
  million or approximately 19.7% lower than fiscal 1994 due primarily to the
  sale of 29 stores to Associated Wholesale Grocers, Inc. on April 21, 1995 and
  the closing of 14 underperforming stores.  A reasonable estimate of operating
  income and net income in fiscal 1995 cannot be made until the Registrant can
  compile all information necessary to finalize the required disclosures and
  financial statements.


                       HOMELAND HOLDING CORPORATION

               (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  March 29, 1996         By:    /s/ Larry W. Kordisch                    
                              Larry W. Kordisch, Executive Vice President/
                              Finance, Treasurer, C.F.O. and Secretary



















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