THIS AMENDED FORM 10-Q IS BEING SUBMITTED TO CORRECT THE NUMBER OF SHARES
OUTSTANDING AS OF OCTOBER 20, 1999 ON THE COVER PAGE OF THE ORIGINAL SUBMISSION
FILED WITH THE SEC ON OCTOBER 25, 1999.



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

                              FORM 10-Q

(Mark One)
          Quarterly Report Under Section 13 or 15 (d) of the Securities
          Exchange Act of 1934
	         For the quarterly period ended September 11, 1999

                                   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 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 October 20, 1999:

           Homeland Holding Corporation Common Stock: 4,915,906 shares





                                  	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:  November 9, 1999        By:     /s/   David B. Clark
                                     David B. Clark, President, Chief Executive
                                     Officer, and Director
                                     (Principal Executive Officer)


Date:  November 9, 1999        By:     /s/   Wayne S. Peterson
                                     Wayne S. Peterson, Senior Vice President/
                                     Finance, Chief Financial Officer and
                                     Secretary
                                     (Principal Financial Officer)