FOR IMMEDIATE RELEASE                                  NEWS
                                   Contact: Thomas C. Franco
                                            Rohit J. Menezes
                                              (212) 229-2222
                                                            
         HOMELAND STORES ANNOUNCES FINAL DETAILS OF
                     RESTRUCTURING PLAN
                              
          -    COMPANY TO CONDUCT BUSINESS AS USUAL THROUGHOUT PROCESS
          -    $27 MILLION IN WORKING CAPITAL FINANCING ARRANGED
          -    CEO SAYS HOMELAND TO MAINTAIN MARKET LEADERSHIP

________________________________________________________

OKLAHOMA CITY, OK, May 13, 1996 - Homeland Stores,  Inc.,  a
private   company,  announced  today  that  it  will   begin
implementing    its    previously    announced     financial
restructuring  plan.  As previously reported,  the  proposed
restructuring  is  supported by  Homeland's  bank  group,  a
committee   representing  approximately  80%  of  Homeland's
outstanding  senior  secured  bonds,  and  Homeland's  labor
unions.   The restructuring is expected to reduce Homeland's
debt service obligations and labor costs, which will greatly
strengthen its financial position and permit the company  to
maintain   its  market  leadership.   Homeland  expects   to
complete the restructuring by mid-summer 1996.

      An  integral part of Homeland's restructuring  is  its
previously  announced pact with its labor unions  to  modify
certain   elements   of  Homeland's  collective   bargaining
agreements.   These modifications, which were overwhelmingly
ratified  by  the union members in March, will provide  for,
among  other  things,  wage and benefit  modifications,  the
buyout  of certain employees, and the issuance and  purchase
of  new  equity to a trust acting on behalf of the unionized
employees.   The  modified collective bargaining  agreements
are  conditioned  on,  and will become effective  upon,  the
consummation of the restructuring.

                           -more -

      The  restructuring will be implemented by means  of  a
"pre-arranged" Chapter 11 plan of reorganization, which  was
submitted  today  to  the  United States  Bankruptcy  Court,
District  of Delaware, together with a disclosure  statement
describing   the   plan.   In  order   to   facilitate   the
restructuring process, Homeland has entered into a debtor-in-
possession  lending facility with its existing  bank  group,
providing Homeland with up to $27 million of working capital
financing.  This facility has been approved  on  an  interim
basis  by the court, with a final approval hearing scheduled
for May 31, 1996.  Homeland believes that this facility will
provide  it  with  the financing necessary to  maintain  its
normal  business operations during the restructuring period,
including  the  payment  of  the  post-petition  claims   of
employees and trade vendors.

      Homeland  said  that the financial restructuring  will
have no impact on the company's normal store operating hours
or   its   in-store  promotions,  such  as  double  coupons.
Homeland  said  that  as  part  of  a  long-term  effort  to
rationalize its store network, it plans to close  one  store
at  1520  North Lewis Street in Tulsa, OK and one  store  at
5800  Bell  Street  in Amarillo, TX.  The  approximately  50
affected  employees  will have employment  opportunities  in
Homeland  stores  within  their  respective  areas.    Going
forward, the company expects to operate a total of 65 stores
and employ approximately 4,250 people.

      Pursuant  to  the restructuring, the  $95  million  of
Homeland's senior secured bonds currently outstanding  (plus
accrued interest) will be canceled, and the bondholders will
receive  (in the aggregate) $60 million face amount  of  new
senior subordinated notes and $1.5 million in cash.  The new
senior subordinated notes will mature in 2003, bear interest
semi-annually at a rate of 10% per annum, and  will  not  be
secured.   In  addition, the bondholders and  the  company's
general  unsecured creditors will receive approximately  60%
and  35%,  respectively, of the equity  of  the  reorganized
Homeland  (assuming total unsecured claims of  approximately
$63   million,   including  bondholder  unsecured   claims).
Homeland's   existing  equity  holders  will   receive   the
remaining 5% of the new equity together with 5-year warrants
to purchase an additional 5% of such equity.

                          - more -

      "For  fifty years we have been providing customers  in
this  area  with  superior levels  of  service  and  quality
products  at  goods prices, and we plan to be  here  for  at
least  another fifty doing this and more for our customers,"
said  James  A.  Demme, Homeland's Chief Executive  Officer.
"This  agreement permits us to continue business  as  usual,
which  is  good  news for our customers, our employees,  our
creditors and other suppliers."

      P.  Eric  Siegert, Senior Vice President of  Houlihan,
Lokey,   Howard  &  Zukin,  the  firm  advising   Homeland's
bondholders,  said,  "We believe that  Homeland's  financial
restructuring plan is sound and will put the company back on
solid   footing.   The   bondholder  committee   unanimously
supports this plan of reorganization."

      Mike DeFabis, President and Chief Executive Officer of
Associated  Wholesale  Grocers,  one  of  the  largest  food
wholesalers  in the U.S., which supplies 70%  of  Homeland's
requirements, said, "We strongly support Homeland,  and  the
long-term supply agreement we have with the company reflects
our  confidence  that  it  will remain  the  leader  in  the
communities it serves."

      "These  final  steps  represent a  new  beginning  for
Homeland  and  will  allow us to maintain  both  our  recent
momentum and our long-standing market leadership," Mr. Demme
added.   "We  are gratified by the strong support  that  all
involved have given the restructuring plan.  The cooperative
spirit  demonstrated by employees, creditors, and  suppliers
shows a genuine interest in the future success of Homeland."

      Homeland is the leading supermarket chain in Oklahoma,
southern Kansas, and the Texas panhandle region.

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