UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              	FORM 10-Q/A

                             AMENDMENT NO. 1


[X]   Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange
      Act of 1934 For the quarterly period ended March 28, 1998

                                  	OR

[ ]   Transition Report Pursuant to Section 13 or 15 (d) of the Securities 
      Exchange Act of 1934 For the transition period from period     to


Commission file No.:	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 Northwest Expressway
                      	Oil Center-East, Suite 1100
                       	Oklahoma City, Oklahoma	          	   73112
               (Address of principal executive offices)    (Zip Code)

                           	(405) 879-6600
         	(Registrant's telephone number, including area code)

      		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 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 under
a plan confirmed by a court.   Yes  X   No      

      		Indicate the number of shares outstanding of each of the 
registrant's classes of common stock as of May 1, 1998:

       	Homeland Holding Corporation Common Stock:  4,818,020 shares

Explanatory Note:  This amendment is filed to correct the number of shares 
of Common Stock of Homeland Holding Corporation reflected as issued and 
outstanding on May 1, 1998.


                             	SIGNATURES

        Pursuant to the requirements 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: August 13, 1998       By:  /s/ David B. Clark
                            David B. Clark, President, Chief Executive
                            Officer, and Director
                            (Principal Executive Officer)


Date: August 13, 1998       By:  /s/ Deborah A. Brown
                            Deborah A. Brown, Vice President - 
                            Accounting, Corporate Controller, Treasurer
                            and Assistant Secretary
                            (Principal Financial Officer)