SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D.C. 20549



	FORM 8-K

	CURRENT REPORT
	Pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934



	Date of Report (Date of Earliest Event Reported):
	April 21, 1995


	HOMELAND HOLDING CORPORATION
	(Exact Name of Registrant as Specified in its Charter)




		Delaware				33-48862		73-1311075
  (State or Other Jurisdiction		(Commission		(IRS Employer
      of incorporation) 			File Number)		Identification No.)




		400 N. E. 36th Street
		Oklahoma City, OK							73105
	(Address of Principal Executive Offices)	(Zip Code)




	(405) 557-5500
	Registrant's Telephone Number, Including Area Code:




Item 2.	Acquisition or Disposition of Assets

	On April 21, 1995, Homeland Stores, Inc. (the "Company"), a 
wholly-owned subsidiary of the registrant, Homeland Holding 
Corporation ("Holding" and together with the Company, "Homeland"), 
sold 29 of its stores and its warehouse and distribution center to 
Associated Wholesale Grocers, Inc. ("AWG"), pursuant to an Asset 
Purchase Agreement dated as of February 6, 1995 (the "Purchase 
Agreement"), for a cash purchase price of $45 million plus 
approximately $27.6 million for the value of the inventory in the 
stores and the warehouse, subject to certain purchase price 
adjustments.  At the closing, the Company and AWG also entered into 
a seven-year supply agreement whereby the Company became a retail 
member of the AWG cooperative and AWG became the Company's primary 
supplier.  The transactions between the Company and AWG are 
referred to herein as the "AWG Transaction."

	In connection with the AWG Transaction, the Company has 
developed a plan to close certain marginal and unprofitable stores. 
 Such a plan is now financially feasible due to the sale of the 
warehouse and distribution center and the elimination of the high 
fixed costs associated with the warehouse operations.  The Company 
closed seven stores during the first quarter of 1995 and plans to 
close an additional eight stores by the end of 1995.

	On April 24, 1995, the Company issued a press release announcing 
the AWG Transaction, entry into a new credit facility with National 
Bank of Canada, the resignation of Mr. Mark S. Sellers as the 
Executive Vice President-Finance and Chief Financial Officer, 
effective May 7, 1995, and the appointment of Mr. Larry W. Kordisch 
as Executive Vice President-Finance and Chief Financial Officer, 
effective May 7, 1995.

Item 7.	Financial Statements and Exhibits

	(b)	Pro forma and forecasted financial information:

		Filed as part of this Report are the unaudited Pro Forma 
Condensed Consolidated Balance Sheet as of December 31, 
1994 and the unaudited Forecasted Condensed Consolidated 
Statements of Operations for the 52 weeks ending 
December 30, 1995 and December 28, 1996.

	(c)	Exhibits filed as a part of this Report:

			Exhibit No.		Description

			  99c			Press Release issued by Homeland
							Stores, Inc. on April 13, 1995

			  99d			Press Release issued by Homeland	Stores, Inc. on April 24, 1995
	SIGNATURE


		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



							By: Larry W. Kordisch                            
								Larry W. Kordisch, Executive
								Vice President/Finance,
								Treasurer, Chief Financial
								Officer and Secretary




Dated:   May 8, 1995
				


	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	Introduction to Pro Forma Condensed
	Consolidated Balance Sheet and Forecasted Condensed
	Consolidated Statements of Operations
	(Unaudited)

	Set forth below is certain pro forma and forecasted financial 
data of the Company which was prepared by the Company's management 
and has not been examined, reviewed or compiled by the Company's 
independent accountants.  The information includes (i) the 
Company's unaudited Pro Forma Condensed Consolidated Balance Sheet 
as of December 31, 1994 and (ii) the Company's unaudited Forecasted 
Condensed Consolidated Statements of Operations for the 52 weeks 
ending December 30, 1995 and December 28, 1996 (the "Forecast").  
The Company as a matter of course does not prepare projections or 
financial forecasts as to anticipated future revenues or earnings 
that are publicly disclosed.  

	The Pro Forma Condensed Consolidated Balance Sheet as of 
December 31, 1994 presents the financial position of the Company 
assuming the AWG Transaction occurred as of such balance sheet 
date, after giving effect to the adjustments described in the 
accompanying notes. The pro forma information does not purport to 
be indicative of the financial position which would have actually 
been obtained if the AWG Transaction had occurred on the date 
indicated.  In addition, the pro forma financial information does 
not purport to be indicative of financial positions which may be 
obtained in the future.

	The Forecast presents, to the best of the Company's knowledge 
and belief, the estimated results of operations for the forecast 
period, after giving effect to the AWG Transaction and the store 
closing plan as described above (see Item 2 - "Acquisition or 
Disposition of Assets").  However, the Forecast necessarily make 
numerous assumptions with respect to industry performance, general 
business and economic conditions and other matters that are beyond 
the Company's control.  Additionally, the Forecast was prepared as 
of April 21, 1995 and has not been revised to reflect, among other 
things, revised forecasts for the Company's businesses, changes in 
general business and economic conditions or any other transactions 
or events that have occurred or may occur and that were not 
anticipated at the time such Forecast was prepared.  Accordingly, 
there can be no assurance that the forecasted results will be 
realized or that actual results will not be significantly lower 
than those forecasted.  It is expected that differences between the 
forecasted and actual results will occur, because events and 
circumstances frequently do not occur as expected, and those 
differences may be material and adverse.




	The Forecast is presented in conformity with the guidelines 
for presentation of a forecast established by the American 
Institute of Certified Public Accountants.  The Forecast is based 
on a number of estimates and assumptions that, though considered 
reasonable by the Company, are inherently difficult to predict and 
many are beyond the control of the Company and may not have been, 
or may no longer be, accurate and based upon assumptions with 
respect to future business decisions which are subject to change.  
Accordingly, there can be no assurance that the forecasted results 
will be realized, and actual results will not be significantly 
higher or lower than forecasted.

	The Company does not intend to update or otherwise revise the 
Forecast to reflect circumstances existing after April 21, 1995 or 
to reflect the occurrence of unanticipated events or circumstances 
even in the event that any or all of the underlying assumptions are 
shown to be in error.

	The pro forma and forecasted financial information should be 
read in conjunction with the Company's audited Consolidated 
Financial Statements and Notes thereto contained in the 1994 Annual 
Report on Form 10-K/A.


	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

	December 31, 1994

	(In thousands, except share and per share amounts)
	(Unaudited)

	ASSETS

		Pro Forma		
		Adjustments		As
	Historical	 (Note 1)  	Adjusted

Current assets:
	Cash and cash equivalents	$    339	$   (309)	(2)	$    930	
	Restricted cash	-   	5,000	(2)	5,000
	Receivables, net of allowance	12,235	-   		12,235
	Receivable for taxes 	2,270	-   		2,270
	Inventories	89,850	(37,063) (3)	52,787
	Prepaid expenses and other
		current assets	   6,384	     (5)		   6,379

			Total current assets	111,078	(32,377)		78,701

Net property, plant and equipment	117,379	(34,191) (4)	83,188

Excess of purchase price over fair
	value of net assets acquired, net
	of amortization	2,475	 -   		2,475

Other assets and deferred charges	   8,202	  (1,049) (5)	   7,153

			Total assets	$239,134	$(67,617)		$171,517














	See accompanying notes to Pro Forma Condensed Consolidated
	Balance Sheet and Forecasted Condensed Consolidated
	Statements of Operations.


	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET, Continued

	December 31, 1994

	(In thousands, except share and per share amounts)
	(Unaudited)

	Liabilities and Stockholders' Equity

		Pro Forma		
		Adjustments		As
	Historical	 (Note 1)  	Adjusted
Current liabilities:
	Accounts payable - trade	$ 30,317	$(18,289) (6)	$ 12,028
	Other current liabilities	26,780	(5,053) (6)	21,727
	Current portion of long-term debt	2,250	(1,500) (8)	750
	Current portion of obligations under
			capital leases	   7,828	  (4,778) (7)	   3,050	

			Total current liabilities	67,175	(29,620)	37,555

Long-term obligations:
	Long-term debt	145,000	(33,700) (8)	111,300
	Obligations under capital leases	11,472	(649) (7)	10,823
	Other noncurrent liabilities	  10,181	    561	(9)	 10,742

			Total long-term obligations	166,653	(33,798)		132,865

Redeemable common stock, Class A,
	$.01 par value, 3,864,211 shares
	at December 31, 1994 at redemption value	1,235	-   		1,235

Stockholders' equity:
	Common Stock (Note 9):
			Class A, $.01 par value, authorized -
			40,500,000 shares, issued - 31,604,989
			shares at December 31, 1994,
			outstanding - 30,878,989 shares	316	-   		316
	Additional paid-in capital	53,896	-   		53,896
	Accumulated deficit	(48,398)	(4,209)	(10)	(52,607)	
	Treasury stock, 726,000 shares at
			December 31, 1994, at cost	  (1,743)	    -   		  (1,743)

			Total stockholders' equity	   4,071	  (4,209)		    (138)

			Total liabilities and stockholders'
			 equity	$239,134	$(67,617)		$171,517




	See accompanying notes to Pro Forma Condensed Consolidated
	Balance Sheet and Forecasted Condensed Consolidated
	Statements of Operations.



	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	(In thousands, except share and per share amounts)
	(Unaudited)

	(Note 1)		(Note 11)
	Historical		       Forecasted     
	52 weeks	52 weeks		52 weeks	
	ended	ending		ending
	December 31,	December 30,	December 28,
	    1994    	    1995    	    1996    


Sales, net	$785,121	$634,065	$537,733

Cost of sales	 588,405	 476,449	 399,547

	Gross profit	196,716	157,616	138,186

Selling and administrative expenses	193,643	153,009	126,597
Operational restructuring costs	  23,205	    -   	   -   

	Operating profit (loss)	(20,132)	4,607	11,589

Interest expense	 (18,067)	 (16,059)	(14,113)

Loss before income tax provision
 and extraordinary items	(38,199)	(11,452)	(2,524)

Income tax provision	  (2,446)	    -   	   -   

Net loss	  (40,645)	(11,452)	 (2,524)

Extraordinary Items	-   	(2,349)	-   

Reduction in redemption value -
	redeemable common stock	   7,284	    -   	   -   

Net loss available to common
	stockholders	$(33,361)	$(13,801)	$(2,524)

Net loss per common share	$   (.96)	$   (.41)	$  (.08)

Weighted average shares outstanding	34,752,527	33,266,177	32,627,017



	See accompanying notes to Pro Forma Condensed Consolidated
	Balance Sheet and Forecasted Condensed Consolidated
	Statements of Operations.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

1.	Pro Forma adjustments and forecasted financial information - The 
Pro Forma Condensed Consolidated Balance Sheet as of December 
31, 1994 is derived from the Company's audited Financial 
Statements incorporated in the 1994 Annual Report on Form 10-
K/A.  The Forecast presents, to the best of the Company's 
knowledge and belief, the estimated condensed consolidated 
results of operations for the forecast period after giving 
effect to the assumptions described hereafter (see Note 11).

2.	Cash and cash equivalents - Reflects the application of Net 
Proceeds from the AWG Transaction and the closure of certain 
stores against current liabilities, extinguishment of debt, as 
indicated in the Company's Annual Report on Form 10-K/A, and 
other transaction-related costs, offset by approximately $2 
million borrowed under the Amended and Restated Revolving 
Credit Agreement to fund certain such expenditures.  
Restricted cash reflects a portion of the net proceeds which 
will be held for future reinvestment in capital expenditures. 
 In the event such, or any portion of such, net proceeds are 
not reinvested or committed for reinvestment within 180 days 
of the AWG Transaction, the remaining net proceeds shall be 
applied by the Company to an offer to redeem the Notes.

3.	Inventories - Reflects the sale of the inventory in the stores 
and the warehouse to AWG and the disposition of the inventory 
in the 15 stores to be closed.  Under the terms of the AWG 
Transaction, the proceeds received from the sale of the 
inventory in the stores and the warehouse on April 21, 1995, 
were based on the actual physical inventory on hand as of that 
date.

4.	Net property, plant and equipment - Reflects the sale of the net 
property, plant and equipment for the 29 stores and the 
warehouse to AWG and the sale or disposal of the net property, 
plant and equipment in the 15 stores being closed in 1995.

5.	Other assets and deferred charges - Reflects the write off of a 
portion of the refinancing costs in connection with the debt 
that is assumed to be extinguished (see Note 8), net of 
deferred financing cost associated with the new credit 
facility.



	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

6.	Payables - Reflects the payment of the payables associated with 
the 29 stores and the warehouse sold to AWG and the 15 stores 
being closed in 1995.

7.	Obligations under capital leases - Reflects the assumption by 
AWG of certain building capital leases in certain stores and 
the warehouse and the buyout of equipment capital leases in 
the 29 stores, and the 15 stores being closed in 1995, from 
the lessor.

8.	Long-term debt - Reflects the use of the net proceeds available 
from the AWG Transaction to reduce the outstanding debt as 
indicated in the Company's 1994 Annual Report on Form 10-K/A.

9	Noncurrent restructuring reserve - Reflects the removal of 
certain amounts included in the restructuring reserve except 
for the expenses associated with the planned store closing 
(primarily occupancy costs from closing date to lease 
termination or sublease date), as such amounts are contained 
in the pro forma adjustments described above.

10.	Accumulated deficit - Net impact resulting from the pro 
forma adjustments, comprising:

		Depreciation on fixed assets sold
		 for the period from December 31, 1994
		 to April 21, 1995						 $1,414

		Write off of deferred financing costs	  1,424

		Noteholders fees and premium for early
		 extinguishment of debt					925

		Estimated closed store severance costs		986

		Other, net							   (540)

			Total net impact					 $4,209


	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

11.	Summary of Significant Forecast Assumptions

	(a)	Significant accounting polices - The accounting polices 
used in the Forecast are those that are expected to be 
used during the forecast period.  The accounting polices 
are the same as those used by the Company as described 
in the Summary of Significant Accounting Polices in Note 
2 to the historical consolidated financial statements of 
the Company for the year ended December 31, 1994 as 
incorporated in the 1994 Annual Report on Form 10-K/A.

	(b)	Significant Forecast assumptions - Although the Company 
believes the assumptions to be reasonable, there is no 
assurance that such forecasted results will be realized.

		The principal assumptions taken into consideration in the 
preparation of the Forecast are:

		(i)		The Company has reflected the actual unaudited 
results through the first quarter of 1995 in 
the 1995 forecasted results.  The Company has 
also given effect to the AWG Transaction and 
the store closure plan relating to certain 
stores as described in Item 2 "Acquisition or 
Disposition of Assets".

		(ii)		The Company has forecasted sales growth at 0% for 
1995 and approximately 1.1% for 1996.  The 
forecasted sales take into consideration 
currently known competitive activities and the 
implementation of a new marketing strategy 
following the AWG Transaction.  The forecasted 
sales also incorporate the impact of the AWG 
Transaction and the store closure plan.

		(iii)	The Company has reflected in the Forecast the impact 
on gross profit of changing its method of 
purchasing from an owned warehouse facility to 
purchasing from AWG, as well as the impact of 
management's new marketing strategies.





	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)



		 (iv)	The Company has reflected in the Forecast selling and 
administrative expenses that are generally 
based on the Company's historical expenses. 
Such amounts have been adjusted for any known 
or anticipated contractual increases or 
decreases in expenses, the potential estimated 
cost impact of senior ranking union employees, 
employed in the stores to be sold to AWG or 
closed, that replace junior union employees in 
the continuing stores as provided for in the 
retail union collective bargaining agreement, 
and administrative downsizing resulting from 
the AWG Transaction and the store closure 
plan.

		(v)		Interest expense is forecasted based on interest 
rates set forth in the Amended and Restated 
Credit Agreement dated as of April 21, 1995 
and the Indenture, as supplemented, dated as 
of March 4, 1992.

		(vi)		As a result of the expected reduction of 
outstanding debt discussed in Note 8 above, 
the Company expects to incur an extraordinary 
loss in 1995 resulting from the write-off of 
unamortized financing costs, consent fees and 
premium for early extinguishment of the debt.

		(vii)	The Company has not reflected any inflation or 
deflation in the Forecast.
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SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D.C. 20549

	FORM 8-K

	CURRENT REPORT
	Pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934

	Date of Report (Date of Earliest Event Reported):
	April 21, 1995

	HOMELAND HOLDING CORPORATION
	(Exact Name of Registrant as Specified in its Charter)

		Delaware				33-48862		73-1311075
  (State or Other Jurisdiction		(Commission		(IRS Employer
      of incorporation) 			File Number)		Identification No.)

		400 N. E. 36th Street
		Oklahoma City, OK							73105
	(Address of Principal Executive Offices)	(Zip Code)

	(405) 557-5500
	Registrant's Telephone Number, Including Area Code:

Item 2.	Acquisition or Disposition of Assets

	On April 21, 1995, Homeland Stores, Inc. (the "Company"), a 
wholly-owned subsidiary of the registrant, Homeland Holding 
Corporation ("Holding" and together with the Company, "Homeland"), 
sold 29 of its stores and its warehouse and distribution center to 
Associated Wholesale Grocers, Inc. ("AWG"), pursuant to an Asset 
Purchase Agreement dated as of February 6, 1995 (the "Purchase 
Agreement"), for a cash purchase price of $45 million plus 
approximately $27.6 million for the value of the inventory in the 
stores and the warehouse, subject to certain purchase price 
adjustments.  At the closing, the Company and AWG also entered into 
a seven-year supply agreement whereby the Company became a retail 
member of the AWG cooperative and AWG became the Company's primary 
supplier.  The transactions between the Company and AWG are 
referred to herein as the "AWG Transaction."

	In connection with the AWG Transaction, the Company has 
developed a plan to close certain marginal and unprofitable stores. 
 Such a plan is now financially feasible due to the sale of the 
warehouse and distribution center and the elimination of the high 
fixed costs associated with the warehouse operations.  The Company 
closed seven stores during the first quarter of 1995 and plans to 
close an additional eight stores by the end of 1995.

	On April 24, 1995, the Company issued a press release announcing 
the AWG Transaction, entry into a new credit facility with National 
Bank of Canada, the resignation of Mr. Mark S. Sellers as the 
Executive Vice President-Finance and Chief Financial Officer, 
effective May 7, 1995, and the appointment of Mr. Larry W. Kordisch 
as Executive Vice President-Finance and Chief Financial Officer, 
effective May 7, 1995.

Item 7.	Financial Statements and Exhibits

	(b)	Pro forma and forecasted financial information:

		Filed as part of this Report are the unaudited Pro Forma 
Condensed Consolidated Balance Sheet as of December 31, 
1994 and the unaudited Forecasted Condensed Consolidated 
Statements of Operations for the 52 weeks ending 
December 30, 1995 and December 28, 1996.

	(c)	Exhibits filed as a part of this Report:

			Exhibit No.		Description

			  99c			Press Release issued by Homeland
							Stores, Inc. on April 13, 1995

			  99d			Press Release issued by Homeland	Stores, Inc. on April 24, 1995
	SIGNATURE

		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

							By: Larry W. Kordisch                            
								Larry W. Kordisch, Executive
								Vice President/Finance,
								Treasurer, Chief Financial
								Officer and Secretary

Dated:   May 8, 1995
				

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	Introduction to Pro Forma Condensed
	Consolidated Balance Sheet and Forecasted Condensed
	Consolidated Statements of Operations
	(Unaudited)

	Set forth below is certain pro forma and forecasted financial 
data of the Company which was prepared by the Company's management 
and has not been examined, reviewed or compiled by the Company's 
independent accountants.  The information includes (i) the 
Company's unaudited Pro Forma Condensed Consolidated Balance Sheet 
as of December 31, 1994 and (ii) the Company's unaudited Forecasted 
Condensed Consolidated Statements of Operations for the 52 weeks 
ending December 30, 1995 and December 28, 1996 (the "Forecast").  
The Company as a matter of course does not prepare projections or 
financial forecasts as to anticipated future revenues or earnings 
that are publicly disclosed.  

	The Pro Forma Condensed Consolidated Balance Sheet as of 
December 31, 1994 presents the financial position of the Company 
assuming the AWG Transaction occurred as of such balance sheet 
date, after giving effect to the adjustments described in the 
accompanying notes. The pro forma information does not purport to 
be indicative of the financial position which would have actually 
been obtained if the AWG Transaction had occurred on the date 
indicated.  In addition, the pro forma financial information does 
not purport to be indicative of financial positions which may be 
obtained in the future.

	The Forecast presents, to the best of the Company's knowledge 
and belief, the estimated results of operations for the forecast 
period, after giving effect to the AWG Transaction and the store 
closing plan as described above (see Item 2 - "Acquisition or 
Disposition of Assets").  However, the Forecast necessarily make 
numerous assumptions with respect to industry performance, general 
business and economic conditions and other matters that are beyond 
the Company's control.  Additionally, the Forecast was prepared as 
of April 21, 1995 and has not been revised to reflect, among other 
things, revised forecasts for the Company's businesses, changes in 
general business and economic conditions or any other transactions 
or events that have occurred or may occur and that were not 
anticipated at the time such Forecast was prepared.  Accordingly, 
there can be no assurance that the forecasted results will be 
realized or that actual results will not be significantly lower 
than those forecasted.  It is expected that differences between the 
forecasted and actual results will occur, because events and 
circumstances frequently do not occur as expected, and those 
differences may be material and adverse.

	The Forecast is presented in conformity with the guidelines 
for presentation of a forecast established by the American 
Institute of Certified Public Accountants.  The Forecast is based 
on a number of estimates and assumptions that, though considered 
reasonable by the Company, are inherently difficult to predict and 
many are beyond the control of the Company and may not have been, 
or may no longer be, accurate and based upon assumptions with 
respect to future business decisions which are subject to change.  
Accordingly, there can be no assurance that the forecasted results 
will be realized, and actual results will not be significantly 
higher or lower than forecasted.

	The Company does not intend to update or otherwise revise the 
Forecast to reflect circumstances existing after April 21, 1995 or 
to reflect the occurrence of unanticipated events or circumstances 
even in the event that any or all of the underlying assumptions are 
shown to be in error.

	The pro forma and forecasted financial information should be 
read in conjunction with the Company's audited Consolidated 
Financial Statements and Notes thereto contained in the 1994 Annual 
Report on Form 10-K/A.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

	December 31, 1994

	(In thousands, except share and per share amounts)
	(Unaudited)

	ASSETS

		Pro Forma		
		Adjustments		As
	Historical	 (Note 1)  	Adjusted

Current assets:
	Cash and cash equivalents	$    339	$   (309)	(2)	$    930	
	Restricted cash	-   	5,000	(2)	5,000
	Receivables, net of allowance	12,235	-   		12,235
	Receivable for taxes 	2,270	-   		2,270
	Inventories	89,850	(37,063) (3)	52,787
	Prepaid expenses and other
		current assets	   6,384	     (5)		   6,379

			Total current assets	111,078	(32,377)		78,701

Net property, plant and equipment	117,379	(34,191) (4)	83,188

Excess of purchase price over fair
	value of net assets acquired, net
	of amortization	2,475	 -   		2,475

Other assets and deferred charges	   8,202	  (1,049) (5)	   7,153

			Total assets	$239,134	$(67,617)		$171,517

	See accompanying notes to Pro Forma Condensed Consolidated
	Balance Sheet and Forecasted Condensed Consolidated
	Statements of Operations.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET, Continued

	December 31, 1994

	(In thousands, except share and per share amounts)
	(Unaudited)

	Liabilities and Stockholders' Equity

		Pro Forma		
		Adjustments		As
	Historical	 (Note 1)  	Adjusted
Current liabilities:
	Accounts payable - trade	$ 30,317	$(18,289) (6)	$ 12,028
	Other current liabilities	26,780	(5,053) (6)	21,727
	Current portion of long-term debt	2,250	(1,500) (8)	750
	Current portion of obligations under
			capital leases	   7,828	  (4,778) (7)	   3,050	

			Total current liabilities	67,175	(29,620)	37,555

Long-term obligations:
	Long-term debt	145,000	(33,700) (8)	111,300
	Obligations under capital leases	11,472	(649) (7)	10,823
	Other noncurrent liabilities	  10,181	    561	(9)	 10,742

			Total long-term obligations	166,653	(33,798)		132,865

Redeemable common stock, Class A,
	$.01 par value, 3,864,211 shares
	at December 31, 1994 at redemption value	1,235	-   		1,235

Stockholders' equity:
	Common Stock (Note 9):
			Class A, $.01 par value, authorized -
			40,500,000 shares, issued - 31,604,989
			shares at December 31, 1994,
			outstanding - 30,878,989 shares	316	-   		316
	Additional paid-in capital	53,896	-   		53,896
	Accumulated deficit	(48,398)	(4,209)	(10)	(52,607)	
	Treasury stock, 726,000 shares at
			December 31, 1994, at cost	  (1,743)	    -   		  (1,743)

			Total stockholders' equity	   4,071	  (4,209)		    (138)

			Total liabilities and stockholders'
			 equity	$239,134	$(67,617)		$171,517

	See accompanying notes to Pro Forma Condensed Consolidated
	Balance Sheet and Forecasted Condensed Consolidated
	Statements of Operations.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	(In thousands, except share and per share amounts)
	(Unaudited)

	(Note 1)		(Note 11)
	Historical		       Forecasted     
	52 weeks	52 weeks		52 weeks	
	ended	ending		ending
	December 31,	December 30,	December 28,
	    1994    	    1995    	    1996    

Sales, net	$785,121	$634,065	$537,733

Cost of sales	 588,405	 476,449	 399,547

	Gross profit	196,716	157,616	138,186

Selling and administrative expenses	193,643	153,009	126,597
Operational restructuring costs	  23,205	    -   	   -   

	Operating profit (loss)	(20,132)	4,607	11,589

Interest expense	 (18,067)	 (16,059)	(14,113)

Loss before income tax provision
 and extraordinary items	(38,199)	(11,452)	(2,524)

Income tax provision	  (2,446)	    -   	   -   

Net loss	  (40,645)	(11,452)	 (2,524)

Extraordinary Items	-   	(2,349)	-   

Reduction in redemption value -
	redeemable common stock	   7,284	    -   	   -   

Net loss available to common
	stockholders	$(33,361)	$(13,801)	$(2,524)

Net loss per common share	$   (.96)	$   (.41)	$  (.08)

Weighted average shares outstanding	34,752,527	33,266,177	32,627,017

	See accompanying notes to Pro Forma Condensed Consolidated
	Balance Sheet and Forecasted Condensed Consolidated
	Statements of Operations.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

1.	Pro Forma adjustments and forecasted financial information - The 
Pro Forma Condensed Consolidated Balance Sheet as of December 
31, 1994 is derived from the Company's audited Financial 
Statements incorporated in the 1994 Annual Report on Form 10-
K/A.  The Forecast presents, to the best of the Company's 
knowledge and belief, the estimated condensed consolidated 
results of operations for the forecast period after giving 
effect to the assumptions described hereafter (see Note 11).

2.	Cash and cash equivalents - Reflects the application of Net 
Proceeds from the AWG Transaction and the closure of certain 
stores against current liabilities, extinguishment of debt, as 
indicated in the Company's Annual Report on Form 10-K/A, and 
other transaction-related costs, offset by approximately $2 
million borrowed under the Amended and Restated Revolving 
Credit Agreement to fund certain such expenditures.  
Restricted cash reflects a portion of the net proceeds which 
will be held for future reinvestment in capital expenditures. 
 In the event such, or any portion of such, net proceeds are 
not reinvested or committed for reinvestment within 180 days 
of the AWG Transaction, the remaining net proceeds shall be 
applied by the Company to an offer to redeem the Notes.

3.	Inventories - Reflects the sale of the inventory in the stores 
and the warehouse to AWG and the disposition of the inventory 
in the 15 stores to be closed.  Under the terms of the AWG 
Transaction, the proceeds received from the sale of the 
inventory in the stores and the warehouse on April 21, 1995, 
were based on the actual physical inventory on hand as of that 
date.

4.	Net property, plant and equipment - Reflects the sale of the net 
property, plant and equipment for the 29 stores and the 
warehouse to AWG and the sale or disposal of the net property, 
plant and equipment in the 15 stores being closed in 1995.

5.	Other assets and deferred charges - Reflects the write off of a 
portion of the refinancing costs in connection with the debt 
that is assumed to be extinguished (see Note 8), net of 
deferred financing cost associated with the new credit 
facility.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

6.	Payables - Reflects the payment of the payables associated with 
the 29 stores and the warehouse sold to AWG and the 15 stores 
being closed in 1995.

7.	Obligations under capital leases - Reflects the assumption by 
AWG of certain building capital leases in certain stores and 
the warehouse and the buyout of equipment capital leases in 
the 29 stores, and the 15 stores being closed in 1995, from 
the lessor.

8.	Long-term debt - Reflects the use of the net proceeds available 
from the AWG Transaction to reduce the outstanding debt as 
indicated in the Company's 1994 Annual Report on Form 10-K/A.

9	Noncurrent restructuring reserve - Reflects the removal of 
certain amounts included in the restructuring reserve except 
for the expenses associated with the planned store closing 
(primarily occupancy costs from closing date to lease 
termination or sublease date), as such amounts are contained 
in the pro forma adjustments described above.

10.	Accumulated deficit - Net impact resulting from the pro 
forma adjustments, comprising:

		Depreciation on fixed assets sold
		 for the period from December 31, 1994
		 to April 21, 1995						 $1,414

		Write off of deferred financing costs	  1,424

		Noteholders fees and premium for early
		 extinguishment of debt					925

		Estimated closed store severance costs		986

		Other, net							   (540)

			Total net impact					 $4,209

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

11.	Summary of Significant Forecast Assumptions

	(a)	Significant accounting polices - The accounting polices 
used in the Forecast are those that are expected to be 
used during the forecast period.  The accounting polices 
are the same as those used by the Company as described 
in the Summary of Significant Accounting Polices in Note 
2 to the historical consolidated financial statements of 
the Company for the year ended December 31, 1994 as 
incorporated in the 1994 Annual Report on Form 10-K/A.

	(b)	Significant Forecast assumptions - Although the Company 
believes the assumptions to be reasonable, there is no 
assurance that such forecasted results will be realized.

		The principal assumptions taken into consideration in the 
preparation of the Forecast are:

		(i)		The Company has reflected the actual unaudited 
results through the first quarter of 1995 in 
the 1995 forecasted results.  The Company has 
also given effect to the AWG Transaction and 
the store closure plan relating to certain 
stores as described in Item 2 "Acquisition or 
Disposition of Assets".

		(ii)		The Company has forecasted sales growth at 0% for 
1995 and approximately 1.1% for 1996.  The 
forecasted sales take into consideration 
currently known competitive activities and the 
implementation of a new marketing strategy 
following the AWG Transaction.  The forecasted 
sales also incorporate the impact of the AWG 
Transaction and the store closure plan.

		(iii)	The Company has reflected in the Forecast the impact 
on gross profit of changing its method of 
purchasing from an owned warehouse facility to 
purchasing from AWG, as well as the impact of 
management's new marketing strategies.

	HOMELAND HOLDING CORPORATION AND SUBSIDIARY

	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	AND FORECASTED CONDENSED CONSOLIDATED
	STATEMENTS OF OPERATIONS
	(Unaudited)

		 (iv)	The Company has reflected in the Forecast selling and 
administrative expenses that are generally 
based on the Company's historical expenses. 
Such amounts have been adjusted for any known 
or anticipated contractual increases or 
decreases in expenses, the potential estimated 
cost impact of senior ranking union employees, 
employed in the stores to be sold to AWG or 
closed, that replace junior union employees in 
the continuing stores as provided for in the 
retail union collective bargaining agreement, 
and administrative downsizing resulting from 
the AWG Transaction and the store closure 
plan.

		(v)		Interest expense is forecasted based on interest 
rates set forth in the Amended and Restated 
Credit Agreement dated as of April 21, 1995 
and the Indenture, as supplemented, dated as 
of March 4, 1992.

		(vi)		As a result of the expected reduction of 
outstanding debt discussed in Note 8 above, 
the Company expects to incur an extraordinary 
loss in 1995 resulting from the write-off of 
unamortized financing costs, consent fees and 
premium for early extinguishment of the debt.

		(vii)	The Company has not reflected any inflation or 
deflation in the Forecast.