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):
                        November 29, 1994


                  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:


<PAGE>
Item 5.   Other Events.

          On November 30, 1994, Homeland Stores, Inc. (the
"Company"), a wholly-owned subsidiary of the registrant, Homeland
Holding Corporation ("Holding" and, together with the Company,
"Homeland"), entered into a letter of intent (the "Letter of
Intent") with Associated Wholesale Grocers, Inc. ("AWG") with
respect to the purchase by AWG of 29 of the Company's stores and
its warehouse complex for a purchase price of $45 million plus the
value of the inventory in the 29 stores and the warehouse.  As part
of the transaction memorialized in the Letter of Intent (the
"Transaction"), the Company will also enter into a seven year
supply agreement with AWG.  A copy of the Letter of Intent is
attached hereto as Exhibit 10pp.

          In addition, on November 29, 1994, the Company's
President and Chief Executive Officer, Max E. Raydon, resigned, and
the Board of Directors of the Company appointed James A. Demme to
replace Mr. Raydon.

          On November 30, 1994, the Company issued a press release
describing the Transaction and announcing the resignation of Mr.
Raydon and the appointment of Mr. Demme.  A copy of the press
release is attached hereto as Exhibit 99a.

          Attached hereto as Exhibit 99b is certain financial
information consisting of (a) an unaudited summary projection of
Homeland's financial results for 1994 and (b) an unaudited summary
projection of Homeland's financial results for 1994 adjusted to
give effect to the Transaction and certain related transactions.


Item 7.   Financial Statements and Exhibits

          (c)  Exhibits:  The following exhibits are filed as part
               of this Report:

     Exhibit No.    Description

       10pp         Letter of Intent, executed on November 30,
                    1994, between Homeland Stores, Inc. and
                    Associated Wholesale Grocers, Inc.

       99a          Press release issued by Homeland Stores, Inc.
                    on November 30, 1994.

       99b          Unaudited Summary Financial Data for the 52
                    weeks ended December 31, 1994.
<PAGE>
                           SIGNATURE


          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to signed
on its behalf by the undersigned thereunto duly authorized.



                                 HOMELAND HOLDING CORPORATION



                                 By: Mark S. Sellers    
                                     Mark S. Sellers, Executive
                                     Vice President/Finance,
                                     Treasurer, Chief Financial
                                     Officer and Secretary

Dated:  December 3, 1994
<PAGE>
                    Form 8-K Exhibit Index

                                        
Exhibit NO.         Description         

  10pp              Letter of Intent, executed on November 30,
                    1994, between Homeland Stores, Inc. and
                    Associated Wholesale Grocers, Inc.

  99a               Press release issued by Homeland Stores, Inc.
                    on November 30, 1994

  99b               Unaudited Summary Financial Data for the 52
                    weeks ended December 31, 1994.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4225}]
{"company-data": {"conformed-name": "HOMELAND HOLDING CORP", "cik": "0000835582", "assigned-sic": "5400", "irs-number": "731311075", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-22829", "film-number": "94563284"}, "business-address": {"street1": "400 N E 36TH ST", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73125", "phone": "4055575500"}, "mail-address": {"street1": "400 N E 36TH", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73125"}, "former-company": [{"former-conformed-name": "SWO HOLDING CORP", "date-changed": "19901017"}, {"former-conformed-name": "SWO ACQUISTION CORP", "date-changed": "19890716"}]}
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):
                        November 29, 1994

                  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 5.   Other Events.

          On November 30, 1994, Homeland Stores, Inc. (the
"Company"), a wholly-owned subsidiary of the registrant, Homeland
Holding Corporation ("Holding" and, together with the Company,
"Homeland"), entered into a letter of intent (the "Letter of
Intent") with Associated Wholesale Grocers, Inc. ("AWG") with
respect to the purchase by AWG of 29 of the Company's stores and
its warehouse complex for a purchase price of $45 million plus the
value of the inventory in the 29 stores and the warehouse.  As part
of the transaction memorialized in the Letter of Intent (the
"Transaction"), the Company will also enter into a seven year
supply agreement with AWG.  A copy of the Letter of Intent is
attached hereto as Exhibit 10pp.

          In addition, on November 29, 1994, the Company's
President and Chief Executive Officer, Max E. Raydon, resigned, and
the Board of Directors of the Company appointed James A. Demme to
replace Mr. Raydon.

          On November 30, 1994, the Company issued a press release
describing the Transaction and announcing the resignation of Mr.
Raydon and the appointment of Mr. Demme.  A copy of the press
release is attached hereto as Exhibit 99a.

          Attached hereto as Exhibit 99b is certain financial
information consisting of (a) an unaudited summary projection of
Homeland's financial results for 1994 and (b) an unaudited summary
projection of Homeland's financial results for 1994 adjusted to
give effect to the Transaction and certain related transactions.

Item 7.   Financial Statements and Exhibits

          (c)  Exhibits:  The following exhibits are filed as part
               of this Report:

     Exhibit No.    Description

       10pp         Letter of Intent, executed on November 30,
                    1994, between Homeland Stores, Inc. and
                    Associated Wholesale Grocers, Inc.

       99a          Press release issued by Homeland Stores, Inc.
                    on November 30, 1994.

       99b          Unaudited Summary Financial Data for the 52
                    weeks ended December 31, 1994.
SIGNATURE

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to signed
on its behalf by the undersigned thereunto duly authorized.

                                 HOMELAND HOLDING CORPORATION

                                 By: Mark S. Sellers    
                                     Mark S. Sellers, Executive
                                     Vice President/Finance,
                                     Treasurer, Chief Financial
                                     Officer and Secretary

Dated:  December 3, 1994
Form 8-K Exhibit Index

                                        
Exhibit NO.         Description         

  10pp              Letter of Intent, executed on November 30,
                    1994, between Homeland Stores, Inc. and
                    Associated Wholesale Grocers, Inc.

  99a               Press release issued by Homeland Stores, Inc.
                    on November 30, 1994

  99b               Unaudited Summary Financial Data for the 52
                    weeks ended December 31, 1994.