As filed with the Securities and Exchange Commission on May 8, 1998

                                       Registration No. 333-
                            
                            
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            
                            
                            
                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                            
                            
                      Homeland Holding Corporation
          (Exact name of Registrant as specified in its charter)
                            
                            
   Delaware                                               73-1311075
   (State or                                          (I.R.S. Employer
jurisdiction of                                        Identification
incorporation or                                            No.)
 organization)
                            
2601 Northwest Expressway, Suite 1100E
   Oklahoma City, Oklahoma                                  73112
 (Address of Principal Executive Offices)                (Zip Code)






                HOMELAND STORES, INC. EMPLOYEE STOCK BONUS PLAN
                          (Full title of the plan)

                            Terry M. Marczewski
                 2601 Northwest Expressway, Suite 1100E
                   Oklahoma City, Oklahoma 73112
               (Name and address of agent for service)
                           (405) 879-6600
       (Telephone number, including area code, of agent for service)
                            
                                 Copy to:
                          J.  Bradford Hammond
                Crowe & Dunlevy, A Professional Corporation
                        321 South Boston, 5th Floor
                          Tulsa, Oklahoma 74103
                             (918) 592-9800
                            
                     CALCULATION OF REGISTRATION FEE


                                                           Proposed Maximum
                                              Amount to    Offering Price
                                            be Registered    Per Share

Common Stock, par value $.01 per share        522,222        $  7.60


                                           Proposed Maximum   Calculation of
                                             Aggregate         Registration
                                          Offering Price (2)       Fee

Common Stock, par value $.01 per share      $3,968,887       $ 1,170.82


(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the employee benefit plan described herein.
(2)Estimated in accordance with Rule 457(h) solely for purposes of calculating 
the registration fee. A total of 522,222 shares have been reserved for 
issuance pursuant to the Homeland Stores, Inc. Employee Stock Bonus Plan (the
"Plan") and are being registered hereby. The maximum aggregate offering price 
of 124,877 of such shares has been calculated based on the weighted average 
allocated purchase price of shares allocated to participant accounts under the
Plan of $7.47 per share.  The proposed maximum aggregate offering price of the 
remaining 397,345 shares has been calculated based on the average of the high 
and low sales prices of the Common Stock as reported on the NASDAQ
National Market System on May 7, 1998, which average price
was $7.6425 per share.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual Information*

   * Information required by Part I to be contained in the Section 10(a) 
     prospectus is omitted from this Registration Statement in accordance 
     with Rule 428 under the Securities Act of 1933 (the "Securities Act") 
     and the Note to Part I of Form S-8.


                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following documents filed by the Registrant or the Homeland Stores, 
Inc. Employee Stock Bonus Plan (the "Plan") with the Securities and Exchange 
Commission are incorporated by reference in this Registration Statement:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year 
          ended January 3, 1998.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal 
          quarter ended March 28, 1998.

     (3)  The Annual Report on Form 11-K of the Plan for the Plan fiscal 
          year ended July 31, 1997.

     (4)  The description of the Registrant's Common Stock contained in 
          Amendment No. 1 to the Registrant's Registration Statement on Form 
          10 declared effective by the Securities and Exchange Commission on 
          December 6, 1996.

     In addition, all documents subsequently filed by the Registrant and the 
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to 
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities

          This Registration Statement covers Common Stock, par value $.01 per 
share, of the Registrant, which is registered under Section 12(g) of the 
Exchange Act.  The description of the Common Stock contained in a registration 
statement under the Exchange Act is incorporated herein by reference as 
described above.  Plan interests also being registered need not be described 
pursuant to this Item 4.

Item 5.   Interests of Named Experts and Counsel

          There are no interests of any expert or counsel required to be 
          disclosed pursuant to Item 5.

Item 6.   Indemnification of Officers and Directors

          The Registrant's Amended and Restated Certificate of Incorporation 
provides that, pursuant to Delaware law, its directors shall not be liable for 
monetary damages for breach of the directors' fiduciary duty to the Registrant 
and its stockholders.  The provision in the Amended and Restated Certificate 
of Incorporation does not eliminate the directors' fiduciary duty and, in 
appropriate circumstances, equitable remedies such as injunctive or other 
forms of non-monetary relief will remain available under Delaware law.  In 
addition, each director will continue to be subject to liability for breach of 
the director's duty of loyalty to the Registrant, as well as for acts or 
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the 
director, and for payment of dividends or approval of stock repurchases or 
redemptions that are unlawful under Delaware law.  The provision also does 
not affect a director's responsibilities under any other law, such as the 
state or federal securities laws.

          Under Delaware law, the Registrant has broad powers to indemnify 
its directors and officers against liabilities they may incur in such 
capacities, including liabilities under the Securities Act.  The Registrant's
Bylaws provide that the Registrant shall indemnify its directors and officers 
against expenses, judgments, fines, settlements and other amounts incurred in
connection with any proceeding whether actual or threatened to which any such 
person may be made a party by reason of the fact that such person acted in 
good faith and in a manner such person reasonably believed to be in or not 
opposed to the best interests of the Registrant, and, with respect to any 
criminal proceeding, had no reasonable cause to believe his conduct was 
unlawful.  However, in the case of a derivative action, an officer or director 
will not be entitled to indemnification in respect of any claim, issue or 
matter as to which such person is adjudged to be liable to the Registrant, 
unless and only to the extent that the court in which the action was brought 
determines that such person is fairly and reasonably entitled to indemnity 
for expenses.

          Section 14.7 of the Plan provides that the Registrant shall 
indemnify each member of the Committee administering the Plan, the Board of 
Directors of the Registrant and any employee of the Registrant to whom a 
fiduciary responsibility with respect to the Plan is allocated or delegated 
from and against all liabilities, costs and expenses (including reasonable 
attorney's fees) incurred by such person as a result of an act, omission or 
conduct in connection with the performance of his fiduciary duties, 
responsibilities and obligations under the Plan and under ERISA, except with 
respect to liabilities and claims arising from such person's own willful 
misconduct or gross negligence.

Item 7.   Exemption from Registration Claimed

          There are no restricted securities being offered or resold pursuant 
to this Registration Statement.

Item 8.   Exhibits

          Number                            Description

            5.1                    Opinion of Crowe & Dunlevy, A Professional 
                                   Corporation, concerning legality of 
                                   securities to be issued.

           23.1                    Consent of Coopers & Lybrand, L.L.P.

           23.2                    Consent of Crowe & Dunlevy (contained in 
                                   Exhibit 5.1).


          In lieu of the opinion of counsel or determination letter 
contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby 
confirms that it has submitted the Plan and undertakes that it will submit all
amendments to the Plan to the Internal Revenue Service ("IRS") in a timely 
manner, and that it has made or will make all changes required by the IRS in 
order to qualify the Plan under Section 401 of the Internal Revenue Code.

Item 9.   Undertakings

          The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being 
          made, a post-effective amendment to this Registration Statement:

                (i)   To include any prospectus required by Section 10(a)(3) 
                of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising 
               after the effective date of the Registration Statement (or the 
               most recent post-effective amendment thereof) which, 
               individually or in the aggregate, represent a fundamental 
               change in the information set forth in the Registration 
               Statement;

              (iii)   To include any material information with respect to the 
              plan of distribution not previously disclosed in the Registration 
              Statement or any material change to such information in the 
              Registration Statement.

          Provided, however, that the undertakings set forth in paragraphs (1)
          (i) and (1)(ii) above do not apply if the information required to 
          be included in a post-effective amendment by those paragraphs is 
          contained in periodic reports filed with or furnished to the 
          Securities and Exchange Commission by the Registrant pursuant to 
          Section 13 or Section 15(d) of the Exchange Act that are incorporated 
          by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the 
          Securities Act, each such post-effective amendment shall be deemed 
          to be a new registration statement relating to the securities 
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
          amendment any of the securities being registered which remain unsold 
          at the termination of the offering.

          The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section 
15(d) of the Exchange Act) that is incorporated by reference in this 
Registration Statement shall be deemed to be a new Registration Statement 
relating to the Securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the provisions described in Item 6 
above, or otherwise, the Registrant has been advised that in the opinion of 
the Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, unenforceable.  
In the event that a claim for indemnification against such liabilities (other 
than the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.


                                 SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Oklahoma City, State of Oklahoma, on May 8, 1998.


                                 HOMELAND HOLDING CORPORATION



                                 By:  /s/ Larry W. Kordisch
                                          Larry W. Kordisch, Chief Financial
                                          Officer


          Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed below by the following persons in the capacities and 
on the dates indicated:

    Name                              Position                       Date

/s/ David B. Clark            President and Chief Executive       May 8, 1998
    David B. Clark            Officer and Director
                              (Principal Executive Officer)                    
                                                
/s/ Larry W. Kordisch         Chief Financial Officer             May 8, 1998
    Larry W. Kordisch         (Principal Financial Officer)

/s/ Terry M. Marczewski       Vice President and Controller       May 8, 1998
    Terry M. Marczewski       (Principal Accounting Officer)

/s/ Robert E. (Gene) Burris   Director                            May 8, 1998
    Robert E. (Gene) Burris   

/s/ Edward B. Krekeler, Jr.   Director                            May 8, 1998
    Edward B. Krekeler, Jr.

/s/ Laurie M. Shahon          Director                            May 8, 1998
    Laurie M. Shahon

/s/ John A. Shields           Director                            May 8, 1998
    John A. Shields

/s/ William B. Snow           Director                            May 8, 1998
    William B. Snow

/s/ David N. Weinstein        Director                            May 8, 1998
    David N. Weinstein


          Pursuant to the requirements of the Securities Act, the Homeland 
Stores, Inc. Employee Stock Bonus Plan Committee has duly caused this 
Registration Statement to be signed on its behalf by the undersigned 
thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, 
on May 8, 1998.


                                      HOMELAND STORES, INC. EMPLOYEE 
                                      STOCK BONUS PLAN COMMITTEE
                                      (Administrators of the Plan)



                                      By: /s/ Larry W. Kordisch
                                          Larry W. Kordisch, Member of the 
                                          Committee





                                 EXHIBIT INDEX




     Number                                  Description

       5.1               Opinion of Crowe & Dunlevy, A  Professional 
                         Corporation, concerning legality of securities to 
                         be issued.

      23.1               Consent of Coopers & Lybrand, L.L.P.

      23.2               Consent of Crowe & Dunlevy (contained in Exhibit 5.1).


                                  EXHIBIT 5.1



                        [Letterhead of Crowe & Dunlevy]       Exhibit 5.1





                                 May 8, 1998

Homeland Holding Corporation
2601 Northwest Expressway, Suite 1100
Oklahoma City, OK 73112

     Re:  Registration Statement on Form S-8 Relating to Homeland Stores, Inc.  
Employee Stock Bonus Plan

Ladies and Gentlemen:

     Homeland Holding Corporation (the "Company") has requested our advice 
with respect to certain matters in connection with the Homeland Stores, Inc.  
Employee Stock Bonus Plan (as amended and restated effective as of August 2, 
1996) (the "Plan").  We understand that a Registration Statement on Form S-8 
relating to the Plan (the "Registration Statement") will be filed with the 
Securities and Exchange Commission.

     We have examined, and are familiar with, the originals or copies, the 
authenticity of which have been established to our satisfaction, of all 
documents and other instruments we have deemed necessary to express the 
opinions hereinafter set forth.  We have assumed the accuracy and completeness 
of such documents and instruments and of the information contained therein.

     Based on the foregoing, and upon consideration of applicable law, it is 
our opinion that:

     1.   The Plan has been duly authorized, adopted and executed and interests 
in the Plan, when acquired by employees under the Plan, will be legally issued 
and enforceable interests in the Plan.

     2.   The shares of common stock, par value $0.01 per share ("Common 
Stock"), of the Company that are covered by the Registration Statement and 
that may be contributed by the Company to the Trust (as defined in the Plan)  
have been duly authorized and, when contributed to the Trust in accordance 
with the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement.  In giving such consent, we do not thereby admit that 
we come within the category of persons whose consent is required under 
Section 7 of the Securities Act of 1933 or the rules and regulations 
thereunder.

                                       Respectfully submitted,

                                       CROWE & DUNLEVY,
                                       A PROFESSIONAL CORPORATION


                                       By /s/ J. Bradford Hammond
                                          J. Bradford Hammond



                                  EXHIBIT 23.1
                                                              Exhibit 23.1
                        CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference in this Registration 
Statement on Form S-8 (File No. ______) and the related prospectus of our 
report dated March 28, 1998, on our audits of the consolidated financial 
statements of Homeland Holding Corporation as of January 3, 1998, and 
December 28, 1996, and for the 53 weeks ended January 3, 1998, the 20 weeks 
ended December 28, 1996, the 32 weeks ended August 10, 1996, and the 52 weeks 
ended December 30, 1995, which report is included in the Annual Report on 
Form 10-K of Homeland Holding Corporation for the year ended January 3, 
1998.  We also consent to the incorporation by reference in this Registration 
Statement on Form S-8 (File No. _____) and the related prospectus of our 
report dated May 5, 1998 on our audit of the financial statements of the 
Homeland Stores, Inc. Employee Stock Bonus Plan, which report is included in 
the Annual Report on Form 11-K of the Homeland Stores, Inc. Employee Stock 
Bonus Plan for the plan year ended July 31, 1997.  We also consent to the 
reference to our firm under the caption "Experts" in the prospectus relating 
to the Registration Statement.


                                        COOPERS & LYBRAND, L.L.P.



Oklahoma City, Oklahoma
May 8, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21520}]
{"company-data": {"conformed-name": "HOMELAND HOLDING CORP", "cik": "0000835582", "assigned-sic": "5411", "irs-number": "731311075", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52267", "film-number": "98614521"}, "business-address": {"street1": "2601 N W EXPRESSWAY", "street2": "SUITE 1100E", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112", "phone": "4058796600"}, "mail-address": {"street1": "2601 N W EXPRESSWAY", "street2": "SUITE 1100E", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112"}, "former-company": [{"former-conformed-name": "SWO HOLDING CORP", "date-changed": "19901017"}, {"former-conformed-name": "SWO ACQUISTION CORP", "date-changed": "19890716"}]}
As filed with the Securities and Exchange Commission on May 8, 1998

                                       Registration No. 333-
                            
                            
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            
                            
                            
                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                            
                            
                      Homeland Holding Corporation
          (Exact name of Registrant as specified in its charter)
                            
                            
   Delaware                                               73-1311075
   (State or                                          (I.R.S. Employer
jurisdiction of                                        Identification
incorporation or                                            No.)
 organization)
                            
2601 Northwest Expressway, Suite 1100E
   Oklahoma City, Oklahoma                                  73112
 (Address of Principal Executive Offices)                (Zip Code)

                HOMELAND STORES, INC. EMPLOYEE STOCK BONUS PLAN
                          (Full title of the plan)

                            Terry M. Marczewski
                 2601 Northwest Expressway, Suite 1100E
                   Oklahoma City, Oklahoma 73112
               (Name and address of agent for service)
                           (405) 879-6600
       (Telephone number, including area code, of agent for service)
                            
                                 Copy to:
                          J.  Bradford Hammond
                Crowe & Dunlevy, A Professional Corporation
                        321 South Boston, 5th Floor
                          Tulsa, Oklahoma 74103
                             (918) 592-9800
                            
                     CALCULATION OF REGISTRATION FEE

                                                           Proposed Maximum
                                              Amount to    Offering Price
                                            be Registered    Per Share

Common Stock, par value $.01 per share        522,222        $  7.60

                                           Proposed Maximum   Calculation of
                                             Aggregate         Registration
                                          Offering Price (2)       Fee

Common Stock, par value $.01 per share      $3,968,887       $ 1,170.82

(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the employee benefit plan described herein.
(2)Estimated in accordance with Rule 457(h) solely for purposes of calculating 
the registration fee. A total of 522,222 shares have been reserved for 
issuance pursuant to the Homeland Stores, Inc. Employee Stock Bonus Plan (the
"Plan") and are being registered hereby. The maximum aggregate offering price 
of 124,877 of such shares has been calculated based on the weighted average 
allocated purchase price of shares allocated to participant accounts under the
Plan of $7.47 per share.  The proposed maximum aggregate offering price of the 
remaining 397,345 shares has been calculated based on the average of the high 
and low sales prices of the Common Stock as reported on the NASDAQ
National Market System on May 7, 1998, which average price
was $7.6425 per share.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual Information*

   * Information required by Part I to be contained in the Section 10(a) 
     prospectus is omitted from this Registration Statement in accordance 
     with Rule 428 under the Securities Act of 1933 (the "Securities Act") 
     and the Note to Part I of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following documents filed by the Registrant or the Homeland Stores, 
Inc. Employee Stock Bonus Plan (the "Plan") with the Securities and Exchange 
Commission are incorporated by reference in this Registration Statement:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year 
          ended January 3, 1998.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal 
          quarter ended March 28, 1998.

     (3)  The Annual Report on Form 11-K of the Plan for the Plan fiscal 
          year ended July 31, 1997.

     (4)  The description of the Registrant's Common Stock contained in 
          Amendment No. 1 to the Registrant's Registration Statement on Form 
          10 declared effective by the Securities and Exchange Commission on 
          December 6, 1996.

     In addition, all documents subsequently filed by the Registrant and the 
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to 
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities

          This Registration Statement covers Common Stock, par value $.01 per 
share, of the Registrant, which is registered under Section 12(g) of the 
Exchange Act.  The description of the Common Stock contained in a registration 
statement under the Exchange Act is incorporated herein by reference as 
described above.  Plan interests also being registered need not be described 
pursuant to this Item 4.

Item 5.   Interests of Named Experts and Counsel

          There are no interests of any expert or counsel required to be 
          disclosed pursuant to Item 5.

Item 6.   Indemnification of Officers and Directors

          The Registrant's Amended and Restated Certificate of Incorporation 
provides that, pursuant to Delaware law, its directors shall not be liable for 
monetary damages for breach of the directors' fiduciary duty to the Registrant 
and its stockholders.  The provision in the Amended and Restated Certificate 
of Incorporation does not eliminate the directors' fiduciary duty and, in 
appropriate circumstances, equitable remedies such as injunctive or other 
forms of non-monetary relief will remain available under Delaware law.  In 
addition, each director will continue to be subject to liability for breach of 
the director's duty of loyalty to the Registrant, as well as for acts or 
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the 
director, and for payment of dividends or approval of stock repurchases or 
redemptions that are unlawful under Delaware law.  The provision also does 
not affect a director's responsibilities under any other law, such as the 
state or federal securities laws.

          Under Delaware law, the Registrant has broad powers to indemnify 
its directors and officers against liabilities they may incur in such 
capacities, including liabilities under the Securities Act.  The Registrant's
Bylaws provide that the Registrant shall indemnify its directors and officers 
against expenses, judgments, fines, settlements and other amounts incurred in
connection with any proceeding whether actual or threatened to which any such 
person may be made a party by reason of the fact that such person acted in 
good faith and in a manner such person reasonably believed to be in or not 
opposed to the best interests of the Registrant, and, with respect to any 
criminal proceeding, had no reasonable cause to believe his conduct was 
unlawful.  However, in the case of a derivative action, an officer or director 
will not be entitled to indemnification in respect of any claim, issue or 
matter as to which such person is adjudged to be liable to the Registrant, 
unless and only to the extent that the court in which the action was brought 
determines that such person is fairly and reasonably entitled to indemnity 
for expenses.

          Section 14.7 of the Plan provides that the Registrant shall 
indemnify each member of the Committee administering the Plan, the Board of 
Directors of the Registrant and any employee of the Registrant to whom a 
fiduciary responsibility with respect to the Plan is allocated or delegated 
from and against all liabilities, costs and expenses (including reasonable 
attorney's fees) incurred by such person as a result of an act, omission or 
conduct in connection with the performance of his fiduciary duties, 
responsibilities and obligations under the Plan and under ERISA, except with 
respect to liabilities and claims arising from such person's own willful 
misconduct or gross negligence.

Item 7.   Exemption from Registration Claimed

          There are no restricted securities being offered or resold pursuant 
to this Registration Statement.

Item 8.   Exhibits

          Number                            Description

            5.1                    Opinion of Crowe & Dunlevy, A Professional 
                                   Corporation, concerning legality of 
                                   securities to be issued.

           23.1                    Consent of Coopers & Lybrand, L.L.P.

           23.2                    Consent of Crowe & Dunlevy (contained in 
                                   Exhibit 5.1).

          In lieu of the opinion of counsel or determination letter 
contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby 
confirms that it has submitted the Plan and undertakes that it will submit all
amendments to the Plan to the Internal Revenue Service ("IRS") in a timely 
manner, and that it has made or will make all changes required by the IRS in 
order to qualify the Plan under Section 401 of the Internal Revenue Code.

Item 9.   Undertakings

          The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being 
          made, a post-effective amendment to this Registration Statement:

                (i)   To include any prospectus required by Section 10(a)(3) 
                of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising 
               after the effective date of the Registration Statement (or the 
               most recent post-effective amendment thereof) which, 
               individually or in the aggregate, represent a fundamental 
               change in the information set forth in the Registration 
               Statement;

              (iii)   To include any material information with respect to the 
              plan of distribution not previously disclosed in the Registration 
              Statement or any material change to such information in the 
              Registration Statement.

          Provided, however, that the undertakings set forth in paragraphs (1)
          (i) and (1)(ii) above do not apply if the information required to 
          be included in a post-effective amendment by those paragraphs is 
          contained in periodic reports filed with or furnished to the 
          Securities and Exchange Commission by the Registrant pursuant to 
          Section 13 or Section 15(d) of the Exchange Act that are incorporated 
          by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the 
          Securities Act, each such post-effective amendment shall be deemed 
          to be a new registration statement relating to the securities 
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
          amendment any of the securities being registered which remain unsold 
          at the termination of the offering.

          The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section 
15(d) of the Exchange Act) that is incorporated by reference in this 
Registration Statement shall be deemed to be a new Registration Statement 
relating to the Securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the provisions described in Item 6 
above, or otherwise, the Registrant has been advised that in the opinion of 
the Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, unenforceable.  
In the event that a claim for indemnification against such liabilities (other 
than the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                 SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Oklahoma City, State of Oklahoma, on May 8, 1998.

                                 HOMELAND HOLDING CORPORATION

                                 By:  /s/ Larry W. Kordisch
                                          Larry W. Kordisch, Chief Financial
                                          Officer

          Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed below by the following persons in the capacities and 
on the dates indicated:

    Name                              Position                       Date

/s/ David B. Clark            President and Chief Executive       May 8, 1998
    David B. Clark            Officer and Director
                              (Principal Executive Officer)                    
                                                
/s/ Larry W. Kordisch         Chief Financial Officer             May 8, 1998
    Larry W. Kordisch         (Principal Financial Officer)

/s/ Terry M. Marczewski       Vice President and Controller       May 8, 1998
    Terry M. Marczewski       (Principal Accounting Officer)

/s/ Robert E. (Gene) Burris   Director                            May 8, 1998
    Robert E. (Gene) Burris   

/s/ Edward B. Krekeler, Jr.   Director                            May 8, 1998
    Edward B. Krekeler, Jr.

/s/ Laurie M. Shahon          Director                            May 8, 1998
    Laurie M. Shahon

/s/ John A. Shields           Director                            May 8, 1998
    John A. Shields

/s/ William B. Snow           Director                            May 8, 1998
    William B. Snow

/s/ David N. Weinstein        Director                            May 8, 1998
    David N. Weinstein

          Pursuant to the requirements of the Securities Act, the Homeland 
Stores, Inc. Employee Stock Bonus Plan Committee has duly caused this 
Registration Statement to be signed on its behalf by the undersigned 
thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, 
on May 8, 1998.

                                      HOMELAND STORES, INC. EMPLOYEE 
                                      STOCK BONUS PLAN COMMITTEE
                                      (Administrators of the Plan)

                                      By: /s/ Larry W. Kordisch
                                          Larry W. Kordisch, Member of the 
                                          Committee

                                 EXHIBIT INDEX

     Number                                  Description

       5.1               Opinion of Crowe & Dunlevy, A  Professional 
                         Corporation, concerning legality of securities to 
                         be issued.

      23.1               Consent of Coopers & Lybrand, L.L.P.

      23.2               Consent of Crowe & Dunlevy (contained in Exhibit 5.1).

                                  EXHIBIT 5.1

                        [Letterhead of Crowe & Dunlevy]       Exhibit 5.1

                                 May 8, 1998

Homeland Holding Corporation
2601 Northwest Expressway, Suite 1100
Oklahoma City, OK 73112

     Re:  Registration Statement on Form S-8 Relating to Homeland Stores, Inc.  
Employee Stock Bonus Plan

Ladies and Gentlemen:

     Homeland Holding Corporation (the "Company") has requested our advice 
with respect to certain matters in connection with the Homeland Stores, Inc.  
Employee Stock Bonus Plan (as amended and restated effective as of August 2, 
1996) (the "Plan").  We understand that a Registration Statement on Form S-8 
relating to the Plan (the "Registration Statement") will be filed with the 
Securities and Exchange Commission.

     We have examined, and are familiar with, the originals or copies, the 
authenticity of which have been established to our satisfaction, of all 
documents and other instruments we have deemed necessary to express the 
opinions hereinafter set forth.  We have assumed the accuracy and completeness 
of such documents and instruments and of the information contained therein.

     Based on the foregoing, and upon consideration of applicable law, it is 
our opinion that:

     1.   The Plan has been duly authorized, adopted and executed and interests 
in the Plan, when acquired by employees under the Plan, will be legally issued 
and enforceable interests in the Plan.

     2.   The shares of common stock, par value $0.01 per share ("Common 
Stock"), of the Company that are covered by the Registration Statement and 
that may be contributed by the Company to the Trust (as defined in the Plan)  
have been duly authorized and, when contributed to the Trust in accordance 
with the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement.  In giving such consent, we do not thereby admit that 
we come within the category of persons whose consent is required under 
Section 7 of the Securities Act of 1933 or the rules and regulations 
thereunder.

                                       Respectfully submitted,

                                       CROWE & DUNLEVY,
                                       A PROFESSIONAL CORPORATION

                                       By /s/ J. Bradford Hammond
                                          J. Bradford Hammond

                                  EXHIBIT 23.1
                                                              Exhibit 23.1
                        CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration 
Statement on Form S-8 (File No. ______) and the related prospectus of our 
report dated March 28, 1998, on our audits of the consolidated financial 
statements of Homeland Holding Corporation as of January 3, 1998, and 
December 28, 1996, and for the 53 weeks ended January 3, 1998, the 20 weeks 
ended December 28, 1996, the 32 weeks ended August 10, 1996, and the 52 weeks 
ended December 30, 1995, which report is included in the Annual Report on 
Form 10-K of Homeland Holding Corporation for the year ended January 3, 
1998.  We also consent to the incorporation by reference in this Registration 
Statement on Form S-8 (File No. _____) and the related prospectus of our 
report dated May 5, 1998 on our audit of the financial statements of the 
Homeland Stores, Inc. Employee Stock Bonus Plan, which report is included in 
the Annual Report on Form 11-K of the Homeland Stores, Inc. Employee Stock 
Bonus Plan for the plan year ended July 31, 1997.  We also consent to the 
reference to our firm under the caption "Experts" in the prospectus relating 
to the Registration Statement.

                                        COOPERS & LYBRAND, L.L.P.

Oklahoma City, Oklahoma
May 8, 1998