10-K/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549

	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 [Fee Required]
       For the fiscal year ended December 31, 1994                            
 
                                                                   
                                  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.)

	400 N.E. 36th Street
     Oklahoma City, Oklahoma			73105
 (Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (405) 557-5500

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

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

	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. [X] (Not applicable to registrant)

	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 voting stock of Homeland Holding Corporation.

	Indicate the number of shares outstanding of each of the registrant's 
classes of common stock as of April 14, 1995:

	Homeland Holding Corporation
    Class A Common Stock, including redeemable common stock: 34,288,200 shares
	Class B Common Stock:  None

	Documents incorporated by reference:  None.






	HOMELAND HOLDING CORPORATION

	FORM 10-K/A

	AMENDMENT No. 1

	FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994


	TABLE OF CONTENTS

								Page


EXPLANATION........................................	 1

SIGNATURES.........................................	II-1

EXHIBIT INDEX......................................	 E-1
	Exhibit 10s.6



































	i


	HOMELAND HOLDING CORPORATION

	FORM 10-K/A

	AMENDMENT No. 1

	FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994


Explanation

		This Amendment No. 1 to the Form 10-K/A is being filed 
because Exhibit 10s.6 "1994 Homeland Management Incentive 
Plan" did not get transmitted correctly through EDGAR when 
originally filed.





	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  8, 199	 		By:     James A. Demme                          
                             James A. Demme, President





	EXHIBIT INDEX



Exhibit No.	Description


		3a		Restated Certificate of Incorporation of 
Homeland Holding Corporation ("Holding"), dated 
August 2, 1990.  (Incorporated by reference to 
Exhibit 3a to Form 10-Q for quarterly period 
ended September 8, 1990)

		3b		By-laws of Holding, as amended and restated on 
November 14, 1989 and further amended on 
September 23, 1992.  (Incorporated by reference 
to Exhibit 3b to Form 10-Q for quarterly period 
ended June 19, 1993)

		3c		Restated Certificate of Incorporation of 
Homeland Stores, Inc. ("Homeland"), dated March 
2, 1989.  (Incorporated by reference to Exhibit 
3c to Form 10-K for fiscal year ended December 
31, 1988)

		3d		By-laws of Homeland, as amended and restated on 
November 14, 1989 and further amended on 
September 23, 1992.  (Incorporated by reference 
to Exhibit 3d to Form 10-Q for quarterly period 
ended June 19, 1993)

		4a		Indenture, dated as of November 24, 1987, among 
Homeland, The Connecticut National Bank ("CNB"), 
as Trustee, and Holding, as Guarantor.  
(Incorporated by reference to Exhibit 4a to Form 
S-1 Registration Statement, Registration No. 
33-22829)

		4a.1		First Supplement to Indenture, dated as of 
August 15, 1988, among Homeland, CNB and Holding. 
 (Incorporated by reference to Exhibit 4a.1 to 
Form S-1 Registration Statement, Registration No. 
33-22829)

		4b		Purchase Agreement, dated November 24, 1987, 
among Homeland, Holding and initial purchasers of 
Subordinated Notes.  (Incorporated by reference 
to Exhibit 4b to Form S-1 Registration Statement, 
Registration No. 33-22829)



		4c		Form of Registration Rights Agreement, dated as 
of November 24, 1987, among Homeland, Holding and 
initial purchasers of Subordinated Notes.  
(Incorporated by reference to Exhibit 4c to Form 
S-1 Registration Statement, Registration No. 
33-22829)

		4d		Indenture, dated as of March 4, 1992, among 
Homeland, United States Trust Company of New York 
("U.S.Trust"), as Trustee, and Holding, as 
Guarantor.  (Incorporated by reference to Exhibit 
4d to form 10-K for fiscal year ended December 
28, 1991)

		4d.1		First Supplement to Indenture, dated as of June 
17, 1992, among Homeland, Holding and U.S. Trust. 
 (Incorporated by reference to Exhibit 4d.1 to 
Form S-1 Registration Statement, Registration No. 
33-48862)

		4d.3		Partial Release of Collateral, dated as of May 
22, 1992, by U.S. Trust, as Collateral Trustee, 
in favor of Homeland.  (Incorporated by reference 
to Exhibit 4d.3 to Form S-1 Registration 
Statement, Registration No. 33-48862)

		4e		Form of Purchase Agreement, dated as of March 
4, 1992, among Homeland and initial purchasers of 
Senior Notes.  (Incorporated by reference to 
Exhibit 4e to Form 10-K for fiscal year ended 
December 28, 1991)

		4f		Form of Registration Rights Agreement, dated as 
of March 4, 1992, among Homeland and the initial 
purchasers of Senior Notes.  (Incorporated by 
reference to Exhibit 4f to Form 10-K for fiscal 
year ended December 28, 1991)

		10a		Asset Purchase Agreement, dated as of September 
15, 1987.  (Incorporated by reference to Exhibit 
10a to Form S-1 Registration Statement, 
Registration No. 33-22829)


		10b		First Amendment to Asset Purchase Agreement, 
dated November 24, 1987.  (Incorporated by 
reference to Exhibit 10b to Form S-1 Registration 
Statement, Registration No. 33-22829)

		10c		Stock Subscription Agreement, dated as of 
November 24, 1987, between Holding and The 
Clayton & Dubilier Private Equity Fund III 
Limited Partnership.  (Incorporated by reference 
to Exhibit 10c to Form S-1 Registration 
Statement, Registration No. 33-22829)

		10e		Purchase Agreement for Safeway Brand Products, 
dated as of November 24, 1987, between Homeland 
and Safeway.  (Incorporated by reference to 
Exhibit 10e to Form S-1 Registration Statement, 
Registration No. 33-22829)

		10f		Manufacturing and Supply Agreement, dated as of 
November 24, 1987, between Homeland and Safeway. 
 (Incorporated by reference to Exhibit 10f to 
Form S-1 Registration Statement, Registration No. 
33-22829)

		10g		Form of Common Stock Purchase Agreement, dated 
November 24, 1987, between Holding and certain 
institutional investors.  (Incorporated by 
reference to Exhibit 10g to Form S-1 Registration 
Statement, Registration No. 33-22829)

		10h	(1)	Form of Management Stock Subscription 
Agreement, dated as of October 20, 1988, between 
Holding and the purchasers named therein, 
involving purchase of Holding common stock for 
cash.  (Incorporated by reference to Form 10-K 
for fiscal year ended December 31, 1988)

		10h.1	(1)	Form of Management Stock Subscription 
Agreement, dated as of October 20, 1988, between 
Holding and the purchasers named therein, 
involving purchase of Holding common stock using 
funds held under purchasers' individual 
retirement accounts.  (Incorporated by reference 
to Form 10-K for fiscal year ended December 31, 
1988)

		10h.2	(1)	Form of Management Stock Subscription 
Agreement, dated as of November 29, 1989, between 
Holding and the purchasers named therein, 
involving purchase of Holding common stock for 
cash.  (Incorporated by reference to Form 10-K 
for fiscal year ended December 30, 1989)

		10h.3	(1)	Form of Management Stock Subscription 
Agreement, dated as of November 29, 1989, between 
Holding and the purchasers named therein, 
involving purchase of Holding common stock using 
funds held under purchasers' individual 
retirement accounts.  (Incorporated by reference 
to Form 10-K for fiscal year ended December 30, 
1989)

		10h.4	(1)	Form of Management Stock Subscription 
Agreement dated as of August 14, 1990, between 
Holding and the purchasers named therein, 
involving purchase of Holding common stock for 
cash.  (Incorporated herein by reference to 
Exhibit 10h.4 to Form 10-K for fiscal year ended 
December 29, 1990)

		10h.5	(1)	Form of Management Stock Subscription 
Agreement dated as of August 14, 1990, between 
Holding and the purchasers named therein, 
involving purchase of Holding common stock using 
funds held under purchasers' individual 
retirement accounts.  (Incorporated herein by 
reference to Exhibit 10h.5 to Form 10-K for 
fiscal year ended December 29, 1990)

		10i.1		Form of Registration and Participation 
Agreement, dated as of November 24, 1987, among 
Holding, The Clayton & Dubilier Private Equity 
Fund III Limited Partnership, and initial 
purchasers of Common Stock.  (Incorporated by 
reference to Exhibit 10i to Form S-1 Registration 
Statement, Registration No. 33-22829)


		10i.2		1990 Registration and Participation Agreement 
dated as of August 13, 1990, among Homeland 
Holding Corporation, Clayton & Dubilier Private 
Equity Fund IV Limited Partnership and certain 
stockholders of Homeland Holding Corporation.  
(Incorporated by reference to Exhibit 10y to Form 
10-Q for quarterly period ended September 8, 
1990)

		10i.3		Form of Store Managers Stock Purchase 
Agreement.  (Incorporated by reference to Exhibit 
10z to Form 10-Q for quarterly period ended 
September 8, 1990)



		10j		Indenture, dated as of November 24, 1987.  
(Incorporated by reference to Exhibit 10j to Form 
S-1 Registration Statement, Registration No. 
33-22829)

		10j.1		First Supplement to Indenture, dated as of 
August 15, 1988.  (Incorporated by reference to 
Exhibit 10j.1 to Form S-1 Registration Statement, 
Registration No. 33-22829)

		10k		Form of Purchase Agreement, dated November 24, 
1987, among Homeland, Holding and initial 
purchasers of Subordinated Notes (Filed as 
Exhibit 4b).  (Incorporated by reference to 
Exhibit 10k to Form S-1 Registration Statement, 
Registration No. 33-22829)

		10l		Form of Registration Rights Agreement, dated as 
of November 24, 1987, among Homeland, Holding and 
initial purchasers of Subordinated Notes.  
(Incorporated by reference to Exhibit 10l to Form 
S-1 Registration Statement, Registration No. 
33-22829)

		10q	(1)	Homeland Profit Plus Plan, effective 
as of January 1, 1988.  (Incorporated by 
reference to Exhibit 10q to Form S-1 Registration 
Statement, Registration No. 33-22829)


		10q.1	(1)	Homeland Profit Plus Plan, effective 
as of January 1, 1989  (Incorporated by reference 
to Exhibit 10q.1 to Form 10-K for the fiscal year 
ended December 29, 1990)

		10r		Homeland Profit Plus Trust, dated March 8, 
1988, between Homeland and the individuals named 
therein, as Trustees.  (Incorporated by reference 
to Exhibit 10r to Form S-1 Registration 
Statement, Registration No. 33-22829)



		10r.1		Homeland Profit Plus Trust, dated January 1, 
1989, between Homeland and Bank of Oklahoma, 
N.A., as Trustee  (Incorporated by reference to 
Exhibit 10r.1 to Form 10-K for the fiscal year 
ended December 29, 1990)

		10s	(1)	1988 Homeland Management Incentive 
Plan.  (Incorporated by reference to Exhibit 10s 
to Form S-1 Registration Statement, Registration 
No. 33-22829)

		10s.1	(1)	1989 Homeland Management Incentive 
Plan.  (Incorporated by reference to Exhibit 
10s.1 to Form 10-K for fiscal year ended December 
31, 1988)

		10s.2	(1)	1990 Homeland Management Incentive 
Plan.  (Incorporated by reference to Exhibit 
10s.2 to Form S-1 Registration Statement, 
Registration No. 33-48862)

		10s.3	(1)	1991 Homeland Management Incentive 
Plan.  (Incorporated by reference to Exhibit 
10s.3 to Form S-1 Registration Statement, 
Registration No. 33-48862)

		10s.4	(1)	1992 Homeland Management Incentive 
Plan.  (Incorporated by reference to Exhibit 
10s.4 to Form S-1 Registration Statement, 
Registration No. 33-48862)

		10s.5	(1)	1993 Homeland Management Incentive Plan.  
(Incorporated by reference to Exhibit 10s.5 to 
Form 10-K for fiscal year ended January 1, 1994)

		10s.6*	(1)	1994 Homeland Management Incentive Plan.



		10t		(1)	Form of Homeland Employees' Retirement Plan, 
effective as of January 1, 1988.  (Incorporated 
by reference to Exhibit 10t to Form S-1 
Registration Statement, Registration No. 
33-22829)

		10t.1	(1)	Amendment No. 1 to Homeland Employees' 
Retirement Plan effective January 1, 1989.  
(Incorporated herein by reference to Form 10-K 
for fiscal year ended December 30, 1989)

		10t.2	(1)	Amendment No. 2 to Homeland Employees' 
Retirement Plan effective January 1, 1989.  
(Incorporated herein by reference to Form 10-K 
for fiscal year ended December 30, 1989)

		10t.3	(1)	Third Amendment to Homeland Employees' 
Retirement Plan effective as of January 1, 1988. 
 (Incorporated herein by reference to Exhibit 
10t.3 to Form 10-K for fiscal year ended December 
29, 1990)

		10t.4	(1)	Fourth Amendment to Homeland Employees' 
Retirement Plan effective as of January 1, 1989. 
 (Incorporated herein by reference to Exhibit 
10t.4 to Form 10-K for the fiscal year ended 
December 28, 1991)

		10u		(1)	Employment Agreement, dated as of January 11, 
1988, between Homeland and Jack M. Lotker.  
(Incorporated by reference to Exhibit 10u to Form 
S-1 Registration Statement, Registration No. 33-
22829)

		10v			UFCW Stock Appreciation Rights Plan of 
Homeland.  (Incorporated by reference to Exhibit 
10v to Form 10-Q for quarterly period ended March 
25, 1989)


		10v.1		Stock Appreciation Rights Plan of Homeland for 
Non-Union Employees.  (Incorporated by reference 
to Exhibit 10v.1 to Form 10-Q for quarterly 
period ended March 25, 1989)

		10v.2		Teamsters Stock Appreciation Rights Plan of 
Homeland.  (Incorporated by reference to Exhibit 
10v.2 to Form S-1 Registration Statement, 
Registration No. 33-48862)

		10v.3		BC&T Stock Appreciation Rights Plan of 
Homeland.  (Incorporated by reference to Exhibit 
10v.3 to Form S-1 Registration Statement, 
Registration No. 33-48862)

		10w		(1)	Employment Agreement, dated as of September 
26, 1989, between Homeland and Max E. Raydon.  
(Incorporated by reference to Exhibit 10w to Form 
10-Q for quarterly period ended September 9, 
1989)

		10x			Indemnification Agreement, dated as of August 
14, 1990, among Holding, Homeland, Clayton & 
Dubilier, Inc. and The Clayton & Dubilier Private 
Equity Fund III Limited Partnership.  
(Incorporated by reference to Exhibit 10x to Form 
10-Q for quarterly period ended September 8, 
1990)

		10y			Indenture, dated as of March 4, 1992, among 
Homeland, United States Trust Company of New 
York, as Trustee, ("U.S. Trust") and Holding, as 
Guarantor.  (Filed as Exhibit 4d)

		10y.1		First Supplement to Indenture, dated as of 
June 17, 1992, among Homeland, Holding and U.S. 
Trust. (Filed as Exhibit 4d.1)

		10z			Form of Purchase Agreement, dated as of March 
4, 1992, among Homeland, Holding and the initial 
purchasers of Senior Notes.  (Filed as Exhibit 
4e).


		10aa			Form of Registration Rights Agreement, 
dated as of March 4, 1992, among Homeland and the 
initial purchasers of Senior Notes.  (Filed as 
Exhibit 4f).

		10bb			Form of Parent Pledge Agreement, dated as 
of March 4, 1992, made by Holding in favor of 
U.S. Trust, as collateral trustee for the holders 
of the Senior Notes.  (Incorporated by reference 
to Exhibit 10bb to Form 10-K for the fiscal year 
ended December 28, 1991)

		10cc			Revolving Credit Agreement, dated as of 
March 4, 1992, among Homeland, Holding, Union 
Bank of Switzerland, New York Branch, as Agent 
and lender, and any other lenders and other 
financial institutions thereafter parties 
thereto.  (Incorporated by reference to Exhibit 
10cc to Form 10-K for the fiscal year ended 
December 28, 1991)

		10cc.1		Letter Waiver (Truck Sale), dated as of 
May 19, 1992, among Homeland, Holding, UBS, as 
agent, and the other lenders and financial 
institutions parties to the Revolving Credit 
Agreement.  (Incorporated by reference to Exhibit 
10cc.1 to Form S-1 Registration Statement, 
Registration No. 33-48862)

		10cc.2		Form of Amendment Agreement, dated as of 
June 15, 1992, among Homeland, Holding, UBS, as 
agent, and the other lenders and financial 
institutions parties to the Revolving Credit 
Agreement.  (Incorporated by reference to Exhibit 
10cc.2 to Form S-1 Registration Statement, 
Registration No. 33-48862)



		10cc.3		Form of Second Amendment Agreement, dated 
as of September 23, 1992, among Homeland, 
Holding, UBS, as agent, and the other lenders and 
financial institutions parties to the Revolving 
Credit Agreement.  (Incorporated by reference to 
Exhibit 10cc.3 to Form S-1 Registration 
Statement, Registration No. 33-48862)

		10cc.4		Third Amendment Agreement, dated as of 
February 10, 1993, among Homeland, Holding, UBS, 
as agent, and the other lenders and financial 
institutions parties to the Revolving Credit 
Agreement.

		10cc.5		Fourth Amendment Agreement, dated as of 
June 8, 1993, among Homeland, Holding, UBS, as 
agent, and the other lenders and financial 
institutions parties to the Revolving Credit 
Agreement.  (Incorporated by reference to Exhibit 
10cc.5 to Form 10-Q for the quarterly period 
ended June 19, 1993)

		10cc.6		Fifth Waiver and Amendment Agreement, 
dated as of April 14, 1994, among Homeland, 
Holding, UBS, as agent, and the other lenders and 
financial institutions parties to the Revolving 
Credit Agreement.  (Incorporated by reference to 
Exhibit 10cc.6 to Form 10-K for the fiscal year 
ended January 1, 1994)

		10cc.7*		Sixth Waiver and Amendment Agreement, 
dated as of February 7, 1995, among Homeland, 
Holding, UBS, as agent, and the other lenders and 
financial institutions parties to the Revolving 
Credit Agreement.

		10dd			Agreement for Systems Operations 
Services, effective as of October 1, 1991, 
between Homeland and K-C Computer Services, Inc. 
 (Incorporated by reference to Exhibit 10dd to 
Form 10-K for the fiscal year ended December 28, 
1991)

		10dd.1		Amendment No. 1 to Agreement for Systems 
Operations Services, dated as of September 10, 
1993, between Homeland and K-C Computer Services, 
Inc. (Incorporated by reference to Exhibit 10dd.1 
to Form 10-K for the fiscal year ended January 1, 
1994)


		10ee			Form of Indemnification Agreement, dated 
as of March 4, 1992, among Homeland, Holding, 
Clayton & Dubilier, Inc., The Clayton & Dubilier 
Private Partnership Equity Fund III Limited 
Partnership, and The Clayton & Dubilier Private 
Equity Fund IV Limited Partnership.  
(Incorporated by reference to Exhibit 10ee to 
Form 10-K for the fiscal year ended December 28, 
1991)

		10ff			Product Transportation Agreement, dated 
as of March 18, 1992, between Homeland and Drake 
Refrigerated Lines, Inc.  (Incorporated by 
reference to Exhibit 10ff to Form 10-K for the 
fiscal year ended December 28, 1991)

		10gg			Assignment and Pledge Agreement, dated 
March 5, 1992, made by Homeland in favor of 
Manufacturers Hanover Trust Company.  
(Incorporated by reference to Exhibit 10gg to 
Form 10-K for the fiscal year ended December 28, 
1991)



		10hh			Transportation Closure Agreement Summary, 
dated May 28, 1992, between Homeland and the 
International Brotherhood of Teamsters, 
Chauffeurs, Warehousemen and Helpers of America. 
 (Incorporated by reference to Exhibit 10hh to 
Form S-1 Registration Statement, Registration No. 
33-48862)

		10ii		(1)	Description of terms of employment with 
Mark S. Sellers.  (Incorporated by reference to 
Exhibit 10ii to Form 10-K for the fiscal year 
ended January 2, 1993)



		10jj		(1)	Settlement Agreement, dated as of July 
26, 1993, between Homeland and Donald R. Taylor. 
 (Incorporated by reference to Exhibit 10jj to 
Form 10-K for the fiscal year ended January 1, 
1994)


		10kk		(1)	Executive Officers Medical/Life Insurance 
Benefit Plan effective as of December 9, 1993.  
(Incorporated by reference to Exhibit 10kk to 
Form 10-K for the fiscal year ended January 1, 
1994)

		10ll		(1)	Employment Agreement, dated as of August 
11, 1994, between Homeland and Max E. Raydon.  
(Incorporated by reference to Exhibit 10ll to 
Form 10-Q for the quarterly period ended 
September 10, 1994)

		10mm		(1)	Employment Agreement, dated as of August 
11, 1994, between Homeland and Jack M. Lotker.  
(Incorporated by reference to Exhibit 10mm to 
Form 10-Q for the quarterly period ended 
September 10, 1994)

		10nn		(1)	Employment Agreement, dated as of August 
11, 1994, between Homeland and Steve Mason.  
(Incorporated by reference to Exhibit 10nn to 
Form 10-Q for the quarterly period ended 
September 10, 1994)

		10oo		(1)	Employment Agreement, dated as of August 
11, 1994, between Homeland and Al Fideline.  
(Incorporated by reference to Exhibit 10oo to 
Form 10-Q for the quarterly period ended 
September 10, 1994)

		10pp			Letter of Intent, executed on November 
30, 1994, between Homeland and Associated 
Wholesale Grocers, Inc.  (Incorporated by 
reference to Exhibit 10pp to Form 8-K dated 
November 29, 1994)

		10pp.1*		Asset Purchase Agreement, dated as of 
February 6, 1995, between Homeland and Associated 
Wholesale Grocers, Inc.


		10qq			Solicitation Statement, dated April 4, 
1995.  (Incorporated by reference to Exhibit 10qq 
to Form 8-K dated April 4, 1995)

		10rr*	(1)	Employment Agreement, dated as of November 22, 
1994, between Homeland and James A. Demme.

		10ss*	(1)	Settlement Agreement, dated as of December 31, 
1994, between Homeland and Max E. Raydon.

		10tt*	(1)	Employment Agreement, dated as of January 30, 
1995, between Homeland and Mark S. Sellers.

		22			Subsidiaries.  (Incorporated by reference to 
Exhibit 22 to Form S-1 Registration Statement, 
Registration No. 33-22829)

		24*			Consent of Coopers & Lybrand, L.L.P.

		27*			Financial Data Schedule.

		99a			Press release issued by Homeland on November 
30, 1994.  (Incorporated by reference to Exhibit 
99a to Form 8-K dated November 29, 1994)

		99b			Unaudited Summary Financial Data for the 52 
weeks ended December 31, 1994.  (Incorporated by 
reference to Exhibit 99b to Form 8-K dated 
November 29, 1994)

 



 

 









			II-1








				E-2





			II-1

Exhibit No.    Description






				E-3

Exhibit No.    Description




(1)	Management contract or compensatory plan.



Exhibit No.    Description




(1)  Management contract or compensatory plan.



Exhibit No.    Description




             

*  Filed herewith.

(1) Management contract or compensatory plan.



Exhibit No.    Description





(1) Management contract or compensatory plan.



Exhibit No.    Description






				E-13

Exhibit No.    Description



             

*  Filed herewith.



Exhibit No.    Description





(1) Management contract or compensatory plan.



Exhibit No.    Description






				E-11

Exhibit No.    Description




             

*  Filed herewith.

(1) Management contract or compensatory plan.

EX-10.S6

	HOMELAND STORES, INC.
	1994 TOTAL COMPANY
	FISCAL 1994 PERFORMANCE BONUS PLAN
	AS OF 5-19-94
                                                                   


                                                                   
                                           PAGE & SECTION	
PACKAGE CONTENTS:	                          NUMBER:



  o  General Assumptions for Fiscal 1994         1
     Cash Bonus Plan Proposal.


  o  Total Company Fiscal 1994 Bonus Plan        2 
     Matrix: Cash Bonus and Minimum 
     Company Performance Levels Required.
     

  o  Cash Bonus Level Categories & "%" Payout    3-1 to 3-3
     and Number of People Eligible (based on 
     performance of Company) 

  o  Retail Stores Bonus Plan                    4-1 to 4-2	











                             (INDEX PAGE)       

(LK-MATRIX4A/fw)








Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94


GENERAL ASSUMPTIONS/REQUIREMENTS:





o 	Anticipated minimum cash bonus payout is approximately $2.9m 
for fiscal 1994: Store bonus of $1.450m and management 
(Headquarters and Warehouse) of $1.450m at 1994 pre-bonus EBIT 
of $22.8m.


o	Incremental sharing of increased EBIT will be up to 40% of the 
profit improvement until the original refinancing numbers are 
achieved for fiscal 1994 (after Bonus EBIT of $31.4m).


o	Only those employees who are still actively employed at the 
time of payout for the cash awards based on fiscal 1994 
results will receive the awards.  No prorates to anyone who 
leaves prior to award distribution except for those that have 
received prior approval from the Compensation Committee of the 
Board of Directors.

o	In the event of a change of control (as defined in the Credit 
Agreement and Senior Note Indenture), the annual cash bonus 
will be awarded under the assumption that the annual plan is 
met and particpants will be required to stay through the 
Retention Period, as defined in the Retention Plan, in order 
to receive any additional payments. 

o	Bonus, including any discretionary amount, will be paidout to 
participants on a quarterly basis execpt in 
the event of a change in control, any amount 
due will be paid as soon as practical.








                             1   	




Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94          



TOTAL COMPANY FISCAL 1994 BONUS PLAN MATRIX:   

                                       
                        (A)        (B)   ($00 000)

FINANCIAL 
AREA/CRITER
IA
BONUS $
BASE @
EBIT OF:
INCREMEN
TAL
BONUS 
$'S
@ EBIT 
OF:
INCREMENT
AL
BONUS $'S
@ EBIT 
OF:
(52) 
WEEKS 
FISCAL 
1993 
ACTUAL

EBIT $
(PRE-BONUS)

22.8

22.8
TO
36.8
36.8
UP

22.8

EBITDA $
(PRE-BONUS)

38.1
38.1
TO
53.1
53.1
UP

38.1

CASH
BONUS $'S


 2.9
2.9
TO
5.4
5.4
UP

 2.9

EBIT $
(AFTER 
BONUS)

19.9
19.9
TO
31.4
31.4
UP

19.9

EBITDA $
(AFTER
BONUS)

35.2
35.2
TO
46.8
46.8
UP

35.2

CASH BONUS 
$'S AS A % 
OF
PRE-BONUS
EBITDA

   -
7.1%
TO
10.2%
10.3%
UP

7.6%

CASH BONUS 
% "SHARING" 
OF 
INCREMENTAL 
PRE-BONUS 
EBITDA $
 -0-
UP TO
40%
UP TO
60%
N/A





	2           




Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94



CASH BONUS LEVEL CATEGORIES & " %" PAYOUT:  "%" X  SALARY

             

       


                       (A)      (B)

BONUS
CATEGORY 
(2):

# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS 
EBIT
1994
PRE-
BONUS
EBIT 
1993
TARGET
%
BONUS

Officers 
(*)1
     8 
 100/50
 100/100
 100/50


 	                  (A)      (B)

BONUS 
CATEGORY 
(3):

# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS 
EBIT
1994
PRE-
BONUS 
EBIT 
1993
TARGET
%
BONUS

. Directors 
(*)2
  25
 50/10
 50/20
 40












	3-1






Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94

CASH BONUS LEVEL CATEGORIES & "%" PAYOUT: "%" X SALARY
                                                                 

                       (A)      (B)

BONUS
CATEGORY
(4):

# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT 
1994
PRE-
BONUS
EBIT
1993
TARGET 
%
BONUS

. HQ, Whse.
Managers
   24
   15
   30
    10 


                       (A)      (B)

BONUS
CATEGORY (5):

# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS

. Other HQ,  
Whse  
Supervisors 
(*)3	 
   81
    5
   10
   5


                       (A)      (B)

BONUS
CATEGORY
OTHER (6):

# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS

. District 
Managers
    6
(SEE 
DIST.MGR
SEPARATE
PLAN)

. Store 
Managers
  112
(SEE STORE
SEPARATE
PLAN)

. Assistant 
Store Managers 
# 1
  115
(SEE STORE
SEPARATE
PLAN)

. Assistant 
Store
Managers # 2
   44
(SEE STORE
SEPARATE
PLAN)

. Pharmacy   
Managers
   55
(SEE 
PHARMACY

SEPARATE
PLAN)

. Assistant 
Pharmacy
Mgrs.
   40
(SEE 
PHARMACY
SEPARATE
PLAN)

. Other (*)5
    1
      50
    50
  50

	3-2




Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94


CASH BONUS LEVEL CATEGORIES & "%" PAYOUT: "%" X SALARY


                           (A)       (B)    

BONUS 
CATEGORY
TOTAL:

# OF
PEOPLE
ELIGIB
LE
1994
PRE-
BONUS 
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS

TOTAL COMPANY CASH 
BONUS $'S AVAILABLE
511
$2.9m 
to 
$5.4m
$5.4m 
up
    -

	
(*)1	Mary Mikkelson (Chief Accounting Officer, Asst. Secretary & 
Treasurer), Prentess Alletag (Vice President, Human 
Resources), Chester Misialek (Vice President, Distribution and 
Transportation) and Al Fideline (Vice President, Retail 
Operations). 

(*)2	Directors at Headquarters and Warehouse.

(*)3	Headquarters and Warehouse Supervisors will be selected to 
participate based on job responsibilities and quantifiable 
goals.

(*)4	100/50 and 100/100, et al, means that 100% would be paid for 
in the target in fiscal 1994.  50% or 100% would be paid for 
incremental improvement for above-plan performance in 1994. In 
the event of a change of control, the incremental incentive 
would be paid out at that time based on actual vs plan and 
using the same ratio for the full fiscal year.

(*)5	Don Taylor

(*)6	Incremental bonus level for 1993 at 100/50 and 100/100 is the 
	same as note (*)4 for 1994.

Note: Except for numbers of people eligible, EBITDA (in "m") and 
those otherwise indicated, all other numbers are as a % of salary.


	3-3
	STORE MANAGERS, ASSISTANT STORE MANAGERS,
	PHARMACY MANAGERS AND ASSISTANT PHARMACY MANAGERS

	1994 PERFORMANCE INCENTIVE PLAN SUMMARY
	AS OF 2-7-94

ELIGIBILITY:

	All Store Managers, Assistant Store Managers, Pharmacy 
Managers and Assistant Pharmacy Managers are eligible to 
participate in the Plan.  In order to receive a payout from the 
Plan, each participant must be actively employed in the position at 
the time of payment.  However, no bonus will be paid unless the 
total company achieves or is expected to achieve its after bonus 
EBIT Plan for fiscal 1994.

PERFORMANCE INCENTIVE BONUS:

	Individual stores are required to achieve not less than 97.0% 
of its Store Controllable Profit target before the following 
applies:

1.	0.4% of Store Controllable Profit.

II.	If the store meets or exceeds its Store Controllable Profit 
target, then an additional annual incentive will be earned 
based on the average weekly sales volume of the store for the 
period in which the bonus is paid.

	    AVERAGE		              ADDITIONAL
      WEEKLY SALES                   ANNUAL INCENTIVE

     Less than $100,000                 $ 2,000
     $100,000 to $159,999               $ 4,000
     $160,000 to $199,999               $ 8,000
     $200,000                           $10,000

III.                               PERCENTAGE OF BASE SALARY

     Wage, Benefit and Indirect           6.0%
       Employee Cost Plan
     Supplies and Returned Check Plan     1.0%
     Total Markdown % Plan                1.5%
     Workers Comp. and G/L Incident/
       Dollar Plan                        1.5%

                             Total:      10.0% of Base Salary


4-1



PERFORMANCE INCENTIVE AWARD PAYMENT:

	The incentive (the sum of I, II, and III) will be paid out 
quarterly based on actual results vs. plan with the final payment 
made as soon as practical after the close of the fiscal year.  Each 
quarterly payment will have 10% withheld until the final year-end 
payment is made.

	NOTE:	As in the past, First Assistant Store Managers will 
receive 10% of the Store Manager's Bonus and Second Assistant 
Store Managers will receive 5% of the Store Manager's Bonus.

TRANSFERS AND NEW HIRES:

	Store Managers shall receive a pro-rata portion of bonus from 
the previous store and a pro-rata portion from the new store based 
on length of time assigned to each within the bonus period.  
Assistant Store Manager's bonus is based on the store last assigned 
to at the end of the bonus period.  Newly eligible or new hires 
will have their bonus pro-rated based on length of time in their 
current position.

PHARMACY SALES BONUS:

	Pharmacy management will be paid a bonus based on their sales 
volume:

	Pharmacy Managers:             0.60% of Sales
     Assistant Pharmacy Managers:   0.45% of Sales

	This incentive will be paid out on a quarterly basis, one 
quarter in arrears, and is independent of the Corporate EBIT 
performance.









 

4-2