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

                          SCHEDULE 13D

        Under the Securities Exchange Act of 1934
          (Amendment No. 1)*

            HOMELAND HOLDING CORPORATION (HMLD)
                       
                    (Name of Issuer)      

         Common Stock, par value $0.01        
                             
            (Title of Class of Securities)    

                   CUSIP No. 43739T104
                     (CUSIP Number)

                       Thomas F. Steyer
              Farallon Capital Management, L.L.C.
                One Maritime Plaza, Suite 1325
               San Francisco, California  94111         
                     (415) 421-2132                     
                          
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

                      September 3, 1997                  
   
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box  .

Note:  Six copies of this statement, including all
exhibits, should be filed with the Commission.  See Rule
13d-1(a) for other parties to whom copies are to be
sent.

* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).

PAGE

                         SIGNATURES


      After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.  

Dated: September 12, 1997


                    /s/ Thomas F. Steyer          
                    FARALLON PARTNERS, L.L.C., 
                    on its own behalf and as
                    General Partner of 
                    FARALLON CAPITAL PARTNERS, L.P.,    
                    FARALLON CAPITAL INSTITUTIONAL
                    PARTNERS, L.P., FARALLON
                    CAPITAL INSTITUTIONAL PARTNERS
                    II, L.P.and TINICUM PARTNERS, L.P. 
                    By Thomas F. Steyer, 
                    Senior Managing Member



                    /s/ Thomas F. Steyer             
                    FARALLON CAPITAL MANAGEMENT, L.L.C.
                    By Thomas F. Steyer,
                    Senior Managing Member


                    /s/ Thomas F. Steyer                
                    Thomas F. Steyer,
                    individually and as 
                    attorney-in-fact for each
                    of Enrique H. Boilini, David I.
                    Cohen, Joseph F. Downes,
                    Fleur E. Fairman, Jason M. Fish,
                    Andrew B. Fremder, William 
                    F. Mellin, Stephen L.
                    Millham, and Meridee A. Moore.