Homeland Stores, Inc.
                             P.O. Box 25008
                     Oklahoma City, Oklahoma 73125

                        
                                                September 19, 1997





Mr. Larry W. Kordisch
11324 Shady Glen Road
Oklahoma City, OK 73162

Dear Larry:

          The purpose of this letter is to confirm the following amendments 
to your employment agreement dated April 29, 1996 (the "Agreement") with 
Homeland Stores Inc. (the "Company").

          1.   Expansion of Duties.  Section 1 of the Agreement is hereby 
amended to provide that, in addition to serving as the Executive Vice 
President and Chief Financial Officer of the Company and Homeland Holding 
Corporation ("Holding"), commencing on the date hereof, you will be the acting 
Chief Executive Officer of the Company and Holding.

          2.   Base Salary.  Section 2 of the Agreement is hereby amended to 
confirm that your base salary has been increased to $160,000 per annum.

          3.   Minimum Guaranteed Bonus for Fiscal 1997. Section 3 of the 
Agreement is hereby amended to provide that for fiscal year 1997 you will 
receive a minimum guaranteed bonus of $100,000 to be paid on March 1, 1998; 
provided, however, that you must be employed by the Company on March 1, 1998 
to be entitled to receive such minimum guaranteed bonus amount.

          4.   Extension of Application of Severance.  The first clause of 
Section 8 of the Agreement is hereby amended to read as follows: "If the 
Company terminates your employment for any reason other than Cause or 
Disability prior to December 31, 1999, or if you shall terminate your 
employment following . . . ."

          5.   Special Bonus Payment.  In consideration of the additional 
duties that you have agreed to undertake on behalf of the Company and Holding 
hereunder, the Company agrees to pay you a special bonus in the amount of 
$50,000, payable in cash on the earlier of (a) the date a new Chief Executive 
Officer is hired by the Company (to be payable whether or not you are the 
person so hired) or (b) March 1, 1998.

          6.   Acting Member of Board of Directors.  During the period of time 
in which you are serving as the acting Chief Executive Officer of the Company 
and Holding, you will be appointed as an acting member of the Board of 
Directors of the Company and Holding.  Your service as an acting member of the 
Board of Directors of the Company and Holding will continue until a new Chief 
Executive Officer is hired by the Company, at which time it is anticipated 
that if you are the person so hired, you will be elected as a member of
the Board of Directors of the Company and Holding.

          7.   Continuation of Agreement.  Except as amended herein, the 
Agreement shall remain in full force and effect.

          If the foregoing accurately sets forth the terms of the amendment 
to the Agreement, please so indicate by signing below and returning one 
signed copy of this letter agreement to me.

                                    Sincerely,

                                    HOMELAND STORES, INC.



                                    John A. Shields, Chairman of the Board


ACCEPTED AND AGREED as
of this ___ day of _________, 1997



Larry W. Kordisch




















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