Form 12b-25
  [As last amended in Release No.34-31905, February 23, 1993, 58 F.R. 14628.]
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 12b-25
                          NOTIFICATION OF LATE FILING

                                 (Check One):
  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q  [ ] Form N-SAR
      For Period Ended:   September 10, 1994      
  [ ]Transition Report on Form 10-K
  [ ]Transition Report on Form 20-F       
  [ ]Transition Report on Form 11-K
  [ ]Transition Report on Form 10-Q
  [ ]Transition Report on Form N-SAR
  For the Transition Period Ended:
  ____________________________________________________________________________

  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
  Nothing in this form shall be construed to imply that the Commission has
  verified any information contained herein.

  ____________________________________________________________________________ 

  If the notification relates to a portion of the filing checked above, identify
  the Item(s) to which the notification relates: ...............................
  
  ..............................................................................

  ____________________________________________________________________________ 
      
  Part I-Registrant Information
  ____________________________________________________________________________

      Full Name of Registrant       HOMELAND HOLDING CORPORATION

      Former Name if Applicable

      Address of Principal Executive Officer (Street and Number)

                                    400 N. E. 36th Street
  
      City, State and Zip Code      Oklahoma City, Oklahoma 73105
  ____________________________________________________________________________


 Part II-Rules 12b-25 (b) and (c)
  ____________________________________________________________________________

  If the subject report could not be filed without unreasonable effort or
  expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
  following should be completed. (Check box if appropriate)

  [X]       (a) The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or expense;

  [X]       (b) The subject annual report, semi-annual report, transition report
            on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
            be filed on or before the fifteenth calendar day following the
            prescribed due date; or the subject quarterly report or transition
            report on Form 10-Q, or portion thereof will be filed on or before
            the fifth calendar day following the prescribed due date; and

  [ ]       (c) The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

  ____________________________________________________________________________

  Part III-Narrative
  ____________________________________________________________________________
 
  State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
  N-SAR or the transition report or portion thereof could not be filed within
  the prescribed time period.

      The Registrant does not have available all the information necessary to
      complete the Management's Discussion and Analysis section of the Form 10-
      Q.
  ______________________________________________________________________________

  Part IV-Other Information
  _____________________________________________________________________________

  (1)       Name and telephone number of person to contact in regard to this   
            notification

            Mark S. Sellers         (405)       557-5861
            (Name)               (Area Code) (Telephone Number)

  (2)       Have all other periodic reports required under section 13 or 15(d)
            of the Securities Exchange Act of 1934 or section 30 of the
            Investment Company Act of 1940 during the preceding 12 months or for
            such shorter period that the registrant was required to file such
            report(s) been filed?  If the answer is no, identify report(s).

                              [X] Yes          [ ] No



                                    Page 2
  (3)       Is it anticipated that any significant change in results of
            operations from the corresponding period for the last fiscal year
            will be reflected by the earnings statements to be included in the
            subject report or portion thereof?

                              [X] Yes          [ ] No 

            If so: attach an explanation of the anticipated change, both
      narratively and quantitatively, and, if appropriate, state the reasons why
      a reasonable estimate of the results cannot be made.

            It is estimated that the Registrant's net sales for the 36 weeks
      ended September 10, 1994 will be 3.5% lower than the corresponding period
      of the prior year due to increased competition in the Company's market
      area.  It is estimated that the Registrant's operating profit for the 36
      weeks ended September 10, 1994 will be 10% lower than the corresponding
      period of the prior year due to the reduction in sales.  It is estimated
      that the Registrant's net loss for the 36 weeks ended September 10, 1994
      will be $69,000 compared to $3.9 million net loss for the corresponding
      period of the prior year.  The decrease in the net loss is due primarily
      to the extraordinary loss recognized in the prior year.


                         HOMELAND HOLDING CORPORATION

                 (Name of Registrant as specified in charter)

  has caused this notification to be signed on its behalf by the undersigned
  thereunto duly authorized.


  Date ___________          By______________________________________________
                            Mark S. Sellers, Executive Vice President/
                            Finance, Treasurer, C.F.O. and Secretary



















                                    Page 3