UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.

                             FORM 10-K/A

                           AMENDMENT NO. 1

(Mark One)

   X   Annual report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 [No Fee Required]
       For the fiscal year ended December 28, 1996

                                   OR
                                    
       Transition report pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 [No Fee Required]
       For the transition period from               to               .
                                    
Commission file number 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.)

                             2601 N. W. Expressway
                       Oil Center - East, Suite 1100 Oklahoma City,
                       Oklahoma  73112
          (Address of principal executive offices)  (Zip Code)
                                    
Registrant's telephone number, including area code:  (405) 879-6600

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, par
value $ .01 per share.

      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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [  ]

      Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes    X        No

      State the aggregate market value of the voting stock held by non-
affiliates of the registrant: There is no established public trading
market for the common stock of Homeland Holding Corporation.

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 18, 1997:

                         Homeland Holding Corporation 
                         Common Stock: 4,758,025 shares

     Documents incorporated by reference:  None.

                          

                          

EXPLANATORY NOTE:

This Amendment No. 1 to the Form 10-K is being filed to provide the
Exhibits that were inadvertently removed in the EDGAR filing of the
Registrant's  Form  10-K  that was previously filed on March 28, 1997.






                               SIGNATURES
                                    
                                    
           Pursuant to the requirements of Section 13 or 15(d) 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:   May 27, 1997                 By:  /s/   James A. Demme
                                         James A. Demme, Chairman


           Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.


        Signature                   Title                        Date
/s/  James A. Demme        Chairman of the Board             May 27, 1997
James A. Demme              President, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)


/s/  Larry W. Kordisch      Executive Vice President/         May 27, 1997
Larry W. Kordisch           Finance, C.F.O. and Secretary
                            (Principal Financial Officer)


/s/  Terry M. Marczewski    Vice President, Controller        May 27, 1997
Terry M. Marczewski         (Principal Accounting Officer)














Signature                           Title                        Date

/s/ Robert E. (Gene) Burris       Director                  May 27, 1997
Robert E. (Gene) Burris


/s/ Edward B. Krekeler, Jr.       Director                  May 27, 1997
Edward B. Krekeler, Jr.


/s/  Laurie M. Shahon             Director                  May 27, 1997
Laurie M. Shahon


/s/  John A. Shields              Director                  May 27, 1997
John A. Shields


_________________________         Director                  May __, 1997
William B. Snow


/s/  David N. Weinstein           Director                  May 27, 1997
David N. Weinstein