10-Q/A

                                                 Conformed Copy


              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                         FORM 10-Q/A

                       AMENDMENT No. 1



(Mark One)
[  X  ]   Quarterly Report Under Section 13 or  15(d)  of  the
          Securities  Exchange Act of 1934
          For the quarterly period ended:  March 25, 1995

                                  OR

[     ]  Transition Report Pursuant to Section 13 or 15(d) of the
         Securities  Exchange Act of 1934
         For the transition period from        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 N.W. Expressway, Oil Center East
                    Oklahoma City, Oklahoma 73l25
    (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  the  number of shares outstanding  of  each  of  the
issuer's classes of common stock as of May 1, 1995.


Class A Common Stock, including redeemable common stock: 32,864,112 shares
                 Class B Common Stock:  None





                           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:    June 28, 1995          By:   /s/ Terry Marczewski
                                  Terry Marczewski, Chief Accounting Officer,
                                  Assistant Treasurer and Assistant Secretary
                                  (Principal Accounting Officer)

EX-27

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

<ARTICLE> 5
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   QTR-1
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               MAR-25-1995
<CASH>                                           2,644
<SECURITIES>                                         0
<RECEIVABLES>                                    9,543
<ALLOWANCES>                                   (2,216)
<INVENTORY>                                     79,968
<CURRENT-ASSETS>                                96,854
<PP&E>                                         200,080
<DEPRECIATION>                                  85,927
<TOTAL-ASSETS>                                 221,217
<CURRENT-LIABILITIES>                           59,558
<BONDS>                                        140,027
<COMMON>                                           321
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                       1,894
<TOTAL-LIABILITY-AND-EQUITY>                   221,217
<SALES>                                        178,009
<TOTAL-REVENUES>                               178,009
<CGS>                                          135,485
<TOTAL-COSTS>                                  135,485
<OTHER-EXPENSES>                                39,969
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,411
<INCOME-PRETAX>                                (1,856)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,856)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,856)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)