As filed with the Securities and Exchange Commission on August 11, 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 No.)
incorporation or
organization)

2601 Northwest Expressway, Suite 1100E
      Oklahoma City, Oklahoma                                73112
 (Address of Principal Executive Offices)                  (Zip Code)




                HOMELAND HOLDING CORPORATION 1997 NON-EMPLOYEE
                          DIRECTORS  OPTION PLAN
                         (Full title of the plan)

                             Deborah A. Brown
                   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      Proposed    
                                      Maximum       Maximum      
                        Amount to     Offering      Aggregate   Calculation of 
Title of Securities to     be          Price        Offering     Registration 
be Registered           Registered   Per Share(1)   Price(1)        Fee


                                                               
Common Stock, par value  
$.01 per share           200,000      $   6.94      $1,388,000   $  409.46


(1) A total of 200,000 shares have been reserved for issuance pursuant to
    options granted or to be granted under the Registrant's 1997 Non-Employee
    Directors Option Plan and are being registered hereby. The proposed 
    maximum aggregate offering price of 90,000 of such shares that are subject
    to outstanding options has been calculated based on the weighted average
    exercise price of such outstanding options of $7.625 per share.  The
    proposed maximum aggregate offering price of 110,000 of such shares that
    are not subject to outstanding options 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 August 5, 1998, which average
    price was $6.375 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 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 Registrant's Quarterly Report on Form 10-Q for the fiscal
                quarter ended June 20, 1998.

          (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
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 the 
registration statement under the Exchange Act is incorporated herein by 
reference as described above.

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 2 of the 1997 Non-Employee Directors Option Plan (the 
"Plan") provides that no member of the Board of Directors of the Registrant 
or the committee administering the Plan, if any, shall be liable for any 
action or any determination taken or made in good faith and that such members
shall be entitled to indemnification and advancement of expenses as provided
in the Registrant's Bylaws.

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 PricewaterhouseCoopers LLP

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

               24.1    Powers of Attorney (included in signature page hereto).


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 August 
11, 1998.

                                     HOMELAND HOLDING CORPORATION



                                     By:  /s/ Deborah A.Brown
                                              Deborah A. Brown
                                              Vice President and Controller


       KNOW ALL BY THESE PRESENTS, that the persons whose signatures appear
below hereby constitute and appoint Deborah A. Brown and Prentess E. Alletag,
Jr., and either of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to execute 
any and all amendments to this Registration Statement (including post-
effective amendments) and to file the same, with exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said 
attorney-in-fact and agent or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

       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             August 11, 1998 
                              Executive Officer                
                              (Principal Executive Officer)

/s/ Deborah A. Brown          Vice President and Controller   August 11, 1998
Deborah A. Brown              (Principal Financial and 
                              Accounting Officer)

/s/ Robert E. (Gene) Burris   Director                        August 11, 1998
Robert E.  (Gene) Burris

/s/ Edward B. Krekeler, Jr.   Director                        August 10, 1998
Edward B.  Krekeler, Jr.

/s/ Laurie M. Shahon          Director                        August 11, 1998
Laurie M.  Shahon

John A. Shields               Director                        August 11, 1998
John A.  Shields

/s/ William B. Snow           Director                        August 10, 1998
William B.  Snow

David N. Weinstein            Director                        August 11, 1998
David N.  Weinstein



                                  EXHIBIT INDEX




     Number                                Description

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

       23.1            Consent of PricewaterhouseCoopers LLP

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

       24.1            Powers of Attorney (included in signature page hereto).




                                       EXHIBIT 5.1




                        [Letterhead of Crowe & Dunlevy]       Exhibit 5.1





                                  August 11, 1998

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

     Re:  Registration Statement on Form S-8 Relating to Homeland Holding 
          Corporation 1997 Non-Employee Directors Option Plan

Ladies and Gentlemen:

     You have requested our advice with respect to the legality of the common
stock, $0.01 par value per share ("Common Stock"), of Homeland Holding 
Corporation (the "Company") issuable upon exercise of options granted or to 
be granted pursuant to the Company's 1997 Non-Employee Directors Option Plan
(the "Plan").

     We have examined and are familiar with the originals or copies, the 
authenticity of which has been established to our satisfaction, of all
documents or 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 the 200,000 authorized but unissued shares of Common Stock 
or treasury stock of the Company which may be issued pursuant to the Plan 
will, upon payment therefor and delivery thereof in accordance with the Plan,
be validly issued, fully paid and non-assessable.

     We hereby consent to the use of this opinion as an exhibit to the 
above-captioned 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 reference to our firm under the caption "Experts" in
the prospectus relating to the Registration Statement.


                                  PRICEWATERHOUSECOOPERS LLP



Oklahoma City, Oklahoma
August 11, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19371}]
{"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": "333-61203", "film-number": "98682606"}, "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 August 11, 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 No.)
incorporation or
organization)

2601 Northwest Expressway, Suite 1100E
      Oklahoma City, Oklahoma                                73112
 (Address of Principal Executive Offices)                  (Zip Code)

                HOMELAND HOLDING CORPORATION 1997 NON-EMPLOYEE
                          DIRECTORS  OPTION PLAN
                         (Full title of the plan)

                             Deborah A. Brown
                   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      Proposed    
                                      Maximum       Maximum      
                        Amount to     Offering      Aggregate   Calculation of 
Title of Securities to     be          Price        Offering     Registration 
be Registered           Registered   Per Share(1)   Price(1)        Fee

                                                               
Common Stock, par value  
$.01 per share           200,000      $   6.94      $1,388,000   $  409.46

(1) A total of 200,000 shares have been reserved for issuance pursuant to
    options granted or to be granted under the Registrant's 1997 Non-Employee
    Directors Option Plan and are being registered hereby. The proposed 
    maximum aggregate offering price of 90,000 of such shares that are subject
    to outstanding options has been calculated based on the weighted average
    exercise price of such outstanding options of $7.625 per share.  The
    proposed maximum aggregate offering price of 110,000 of such shares that
    are not subject to outstanding options 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 August 5, 1998, which average
    price was $6.375 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 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 Registrant's Quarterly Report on Form 10-Q for the fiscal
                quarter ended June 20, 1998.

          (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
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 the 
registration statement under the Exchange Act is incorporated herein by 
reference as described above.

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 2 of the 1997 Non-Employee Directors Option Plan (the 
"Plan") provides that no member of the Board of Directors of the Registrant 
or the committee administering the Plan, if any, shall be liable for any 
action or any determination taken or made in good faith and that such members
shall be entitled to indemnification and advancement of expenses as provided
in the Registrant's Bylaws.

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 PricewaterhouseCoopers LLP

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

               24.1    Powers of Attorney (included in signature page hereto).

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 August 
11, 1998.

                                     HOMELAND HOLDING CORPORATION

                                     By:  /s/ Deborah A.Brown
                                              Deborah A. Brown
                                              Vice President and Controller

       KNOW ALL BY THESE PRESENTS, that the persons whose signatures appear
below hereby constitute and appoint Deborah A. Brown and Prentess E. Alletag,
Jr., and either of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to execute 
any and all amendments to this Registration Statement (including post-
effective amendments) and to file the same, with exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said 
attorney-in-fact and agent or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

       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             August 11, 1998 
                              Executive Officer                
                              (Principal Executive Officer)

/s/ Deborah A. Brown          Vice President and Controller   August 11, 1998
Deborah A. Brown              (Principal Financial and 
                              Accounting Officer)

/s/ Robert E. (Gene) Burris   Director                        August 11, 1998
Robert E.  (Gene) Burris

/s/ Edward B. Krekeler, Jr.   Director                        August 10, 1998
Edward B.  Krekeler, Jr.

/s/ Laurie M. Shahon          Director                        August 11, 1998
Laurie M.  Shahon

John A. Shields               Director                        August 11, 1998
John A.  Shields

/s/ William B. Snow           Director                        August 10, 1998
William B.  Snow

David N. Weinstein            Director                        August 11, 1998
David N.  Weinstein

                                  EXHIBIT INDEX

     Number                                Description

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

       23.1            Consent of PricewaterhouseCoopers LLP

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

       24.1            Powers of Attorney (included in signature page hereto).

                                       EXHIBIT 5.1

                        [Letterhead of Crowe & Dunlevy]       Exhibit 5.1

                                  August 11, 1998

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

     Re:  Registration Statement on Form S-8 Relating to Homeland Holding 
          Corporation 1997 Non-Employee Directors Option Plan

Ladies and Gentlemen:

     You have requested our advice with respect to the legality of the common
stock, $0.01 par value per share ("Common Stock"), of Homeland Holding 
Corporation (the "Company") issuable upon exercise of options granted or to 
be granted pursuant to the Company's 1997 Non-Employee Directors Option Plan
(the "Plan").

     We have examined and are familiar with the originals or copies, the 
authenticity of which has been established to our satisfaction, of all
documents or 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 the 200,000 authorized but unissued shares of Common Stock 
or treasury stock of the Company which may be issued pursuant to the Plan 
will, upon payment therefor and delivery thereof in accordance with the Plan,
be validly issued, fully paid and non-assessable.

     We hereby consent to the use of this opinion as an exhibit to the 
above-captioned 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 reference to our firm under the caption "Experts" in
the prospectus relating to the Registration Statement.

                                  PRICEWATERHOUSECOOPERS LLP

Oklahoma City, Oklahoma
August 11, 1998