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

                                FORM 10-Q

(Mark One)
             Quarterly Report Under Section 13 or 15 (d) of the Securities 
    X        Exchange Act of 1934
             For the quarterly period ended June 14, 1997
             
                                    OR           
             
             Transition Report Pursuant to Section 13 or 15 (d) of the 
             Securities Exchange Act of 1934
             For the transition period from _________to _________

Commission file No.:  33-48862


                       HOMELAND HOLDING CORPORATION
          (Exact name of registrant as specified in its charter)


         Delaware                                        73-1311075
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                        2601 Northwest Expressway
                      Oil Center-East, Suite 1100
                        Oklahoma City, Oklahoma              73112
               (Address of principal executive offices)    (Zip Code)

                           (405) 879-6600
       (Registrant's telephone number, including area code)

       Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15 (d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.  Yes  X    No

       Indicate by check mark whether the registrant has filed all documents 
and reports required to be filed by Section 12, 13 or 15 (d) of the Securities 
Exchange Act of 1934 subsequent to the distribution under a plan confirmed by 
a court. Yes  X    No 

       Indicate the number of shares outstanding of each of the registrant's 
classes of common stock as of July 18, 1997:

          Homeland Holding Corporation Common Stock:  4,758,025 shares
                              
                              
                              
                              
                       HOMELAND HOLDING CORPORATION
                                
                               FORM 10-Q
              FOR THE TWENTY-FOUR WEEKS ENDED JUNE 14, 1997
                                
                                INDEX
                                
                                
                                
                                                                    Page
PART 1 FINANCIAL INFORMATION

ITEM 1.   Financial Statements.....................................  1

          Consolidated Balance Sheets as of
             June 14, 1997, and December 28, 1996..................  1
          Consolidated Statements of Operations
             Twelve Weeks ended June 14, 1997 (Successor
             Company), and June 15, 1996 (Predecessor
             Company)..............................................  3
          Consolidated Statements of Operations
             Twenty-four Weeks ended June 14, 1997 (Successor
             Company), and June 15, 1996 (Predecessor
             Company)..............................................  4
          Consolidated Statements of Stockholders Equity (Deficit)
             Twenty-four Weeks ended June 14, 1997 (Successor
             Company), and June 15, 1996 (Predecessor
             Company)..............................................  5
          Consolidated Statements of Cash Flows
             Twenty-four Weeks ended June 14, 1997 (Successor
             Company), and June 15, 1996 (Predecessor
             Company)..............................................  6
          Notes to Consolidated Financial Statements...............  7

ITEM 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations................................  8

PART II   OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K.........................  13






                                      i


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                  HOMELAND HOLDING CORPORATION AND SUBSIDIARY

                       CONSOLIDATED BALANCE SHEETS

              (In thousands, except share and per share amounts)


                             ASSETS

                                                June 14,         December 28,
                                                  1997              1996
                                              (Unaudited)
Current assets:                                      
 Cash and cash equivalents                   $   6,134          $   1,492
 Receivables, net of allowance for 
  uncollectible accounts of $1,480 
  and $1,587                                     6,630              8,522 
 Inventories                                    43,160             45,009
 Prepaid expenses and other current assets       2,226              2,760
                                                             
      Total current assets                      58,150             57,783 

Property, plant and equipment:                               
 Land and land improvements                      8,731              8,731 
 Buildings                                      18,183             18,124 
 Fixtures and equipment                         18,257             15,078
 Leasehold improvements                         11,456             11,374
 Software                                        2,931              2,930
 Leased assets under capital leases              7,485              7,569
 Construction in progress                        2,923              2,675

                                                69,966             66,481
Less, accumulated depreciation                               
 and amortization                                6,480              3,012 

Net property, plant and equipment               63,486             63,469

Reorganization value in excess of amounts                                       
 allocable to identifiable assets, less                                   
 accumulated amortization of $12,643 at
 June 14, 1997, and $5,819 at
 December 28, 1996                              30,733             39,570

Other assets and deferred charges                7,665              7,664
                                                             
   Total assets                              $ 160,034          $ 168,486
                                                             
                                                      Continued


                The accompanying notes are an integral part
                 of these consolidated financial statements.

                                     1


                 HOMELAND HOLDING CORPORATION AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEETS, Continued

            (In thousands, except share and per share amounts)


                   LIABILITIES AND STOCKHOLDERS' EQUITY
                                

                                                June 14,        December 28,  
                                                 1997              1996
                                              (unaudited)

Current liabilities:                                 
 Accounts payable - trade                    $  15,745          $  17,416
 Salaries and wages                              2,747              3,499
 Taxes                                           3,707              2,903
 Accrued interest payable                        2,478              2,689
 Other current liabilities                       7,118              8,470
 Current portion of long-term debt               1,310                894
 Current portion of obligations under 
  capital leases                                 1,343              1,343

  Total current liabilities                     34,448             37,214
                                                             
Long-term obligations:                                       
 Long-term debt                                 72,445             72,724
 Obligations under capital leases                2,322              3,005
 Other noncurrent liabilities                    2,671              2,602
                                                             
  Total long-term obligations                   77,438             78,331
                                                             
                                                             
Stockholders' equity:                                        
 Common Stock,                                             
  $0.01 par value, authorized - 7,500,000                                       
  shares, issued 4,758,025 shares at June 
  14, 1997, and December 28, 1996                   48                 48
 Additional paid-in capital                     56,013             56,013
 Accumulated deficit                            (7,913)            (3,120)
                                                             
  Total stockholders' equity                    48,148             52,941
                                                             
  Total liabilities and stockholders' 
   equity                                    $ 160,034          $ 168,486
                                                             



                The accompanying notes are an integral part
                 of these consolidated financial statements.

                                     2


                HOMELAND HOLDING CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF OPERATIONS

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

                                             Successor       Predecessor 
                                              Company          Company
                                                        
                                              12 weeks        12 weeks        
                                               ended           ended           
                                              June 15,        June 14,   
                                               1997             1996

Sales, net                                 $  116,264        $  121,981
                                                             
Cost of sales                                  87,603            91,703

 Gross profit                                  28,661            30,278
                                                             
Selling and administrative expenses            25,079            27,442

Financial restructuring costs                    -                1,800
                                                             
Amortization of excess reorganization value     3,364              -
                                                             
 Operating profit                                 218             1,036
                                                             
Interest expense                                1,833             2,051
                                                             
Loss before income taxes                       (1,615)           (1,015)
                                                             
Income tax expense                                920              - 
                                                             
Net loss                                   $   (2,535)       $   (1,015)
                                                             
Net loss per common share                  $    (0.53)       $    (0.03) 

Weighted average shares outstanding          4,758,025         32,599,707
                                                             



                The accompanying notes are an integral part
                 of these consolidated financial statements.

                                     3


                                      
                 HOMELAND HOLDING CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF OPERATIONS

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

                                             Successor         Predecessor 
                                              Company            Company
                                                        
                                             24 weeks           24 weeks 
                                              ended              ended  
                                             June 15,           June 14,
                                              1997               1996

Sales, net                                 $  236,314        $  246,331
                                                             
Cost of sales                                 178,481           185,910
                                                             
 Gross profit                                  57,833            60,421
                                                             
Selling and administrative expenses            50,266            55,422

Financial restructuring costs                    -                3,150
                                                             
Amortization of excess reorganization value     6,824              -

 Operating profit                                 743             1,849
                                                             
Interest expense                                3,815             5,207
                                                             
Loss before income taxes                       (3,072)           (3,358)
                                                             
Income tax expense                              1,721              -
                                                             
Net loss                                  $    (4,793)       $   (3,358)
                                                             
Net loss per common share                 $     (1.01)       $    (0.10)
                                                             
Weighted average shares outstanding           4,758,025        32,599,707
                                                             


                The accompanying notes are an integral part
                 of these consolidated financial statements.

                                      4



                   HOMELAND HOLDING CORPORATION AND SUBSIDIARY
                                        
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                        
               (In thousands, except share and per share amounts)
                                   (Unaudited)
                                        
<TABLE>
<CAPTION>
                                                                                               Minimum
                                        Common Stock                Additional                 Pension
                                  Successor  Predecessor             Paid-In   Accumulated    Liability
                                    Shares     Shares     Amount     Capital     Deficit     Adjustment
<S>                              <C>         <C>          <C>       <C>        <C>           <C>

Balance, December 30, 1995           -       33,748,482   $  337    $ 55,886   $ (80,188)    $  (1,327)

Net Loss                             -            -         -           -         (3,358)         -       

Balance, June 15, 1996               -       33,748,482   $  337    $ 55,886   $ (83,546)    $  (1,327)

 
Balance, December 28, 1996       4,758,025        -       $   48    $ 56,013   $  (3,120)         -

Net Loss                             -            -         -           -         (4,793)         -

Balance, June 14, 1997           4,758,025        -       $   48    $ 56,013   $  (7,913)         -


Continued                                         

</TABLE>

                                                                Total
                                      Treasury Stock         Stockholders'
                                    Shares      Amount       Equity/Deficit


Balance, December 30, 1995         2,869,493  $  (2,814)     $  (28,106)

Net Loss                               -           -             (3,358)

Balance, June 15, 1996             2,869,493  $  (2,814)     $  (31,464) 


Balance, December 28, 1996             -           -         $   52,941

Net Loss                               -           -             (4,793)

Balance, June 14, 1997                 -           -         $   48,148



                     The accompanying notes are an integral part
                      of these consolidated financial statements.

                                          5


                  HOMELAND HOLDING CORPORATION AND SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

              (In thousands, except share and per share amounts)
                                    (Unaudited)
                                
                                                    Successor     Predecessor  
                                                     Company        Company
                                                     24 weeks       24 weeks
                                                      ended          ended
                                                    June 14,       June 15,
                                                      1997           1996 

Cash flows from operating activities:
 Net loss                                            $ (4,793      $  (3,358)
 Adjustments to reconcile net loss to net
  cash provided by operating activities:
   Depreciation and amortization                        3,510          3,282
   Amortization of excess reorganization value          6,824           -
   Amortization of financing costs                         29            315
   Gain on disposal of assets                              (1)           (41)
   Amortization of beneficial interest in 
    operating leases                                       56             59
   Adjustment to excess reorganization value              292           -
   Deferred income taxes                                1,721           - 
   Change in assets and liabilities:
     Decrease in receivables                            1,892            549
     Decrease in inventories                            1,849          3,354
     Decrease (increase) in prepaid expenses
      and other current assets                            534             (3)
     Increase in other assets and deferred charges       (118)          (540)
     Decrease in accounts payable - trade              (1,670)          (231)
     Decrease in salaries and wages                      (752)           (53)
     Increase in taxes                                    804            270
     Increase (decrease) in accrued interest payable     (211)         3,649
     Decrease in other current liabilities             (1,352)        (1,201)
     Decrease in noncurrent restructuring reserve        -              (353)
     Increase (decrease) in other noncurrent 
      liabilities                                         113           (872)
                                                      
       Net cash provided by operating activities        8,727          4,826
                                                      
Cash flow used in investing activities:
 Capital expenditures                                  (3,559)        (1,404)
 Cash received from sale of assets                         20          1,729
                                                      
       Net cash (used in) provided by investing 
        activities                                     (3,539)           325

Cash flows used by financing activities:
 Borrowings under revolving credit loans               63,409         60,423
 Payments under revolving credit loans                (63,241)       (63,838)
 Principal payments under note payable                    (31)          -
 Principal payments under capital lease obligations      (683)        (1,239)
                                                   
       Net cash used in financing activities             (546)        (4,654)
                                                   
Net increase in cash and cash equivalents               4,642            497

Cash and cash equivalents at beginning of period        1,492          6,357
                                                      
Cash and cash equivalents at end of period           $  6,134       $  6,854

Supplemental information:
 Cash paid during the period for interest            $  4,005       $  1,287


                                
                The accompanying notes are an integral part
                 of these consolidated financial statements.

                                     6



                  HOMELAND HOLDING CORPORATION AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Preparation of Consolidated Financial Statements:

             The  accompanying unaudited interim  consolidated financial  
     statements of Homeland Holding Corporation ("Holding") and its 
     Subsidiary, Homeland Stores, Inc. ("Stores" and together with Holding,  
     the "Company"), reflect all adjustments, which consist only of normal 
     and recurring adjustments, which are, in the opinion of management,  
     necessary for a fair presentation of the consolidated financial position  
     and the consolidated results of operations and cash flows for the periods
     presented.  The consolidated financial statements as of and for the 
     periods subsequent to August 10, 1996, were prepared in accordance with 
     the American Institute of Certified Public Accountants Statement of 
     Position No. 90-7,  "Financial Reporting by Entities in Reorganization
     under the Bankruptcy  Code"  ("SOP No. 90.7").   The accounting under 
     SOP No. 90.7 resulted in  "fresh-start" reporting for the Company in 
     which a new entity was created for financial reporting purposes.  The  
     periods prior to August 10, 1996, have been designated "Predecessor  
     Company" and the periods subsequent to August 10, 1996, have been 
     designated "Successor Company."

             These unaudited consolidated financial statements should be read  
     in conjunction with the consolidated financial statements of the Company 
     for the period ended December 28, 1996, and the notes thereto.

2.   Accounting Policies:

             The significant accounting policies of the Company are summarized 
     in the consolidated financial statements of the Company for the 52 weeks 
     ended December 28, 1996, and the notes thereto.
     
3.   Net Loss Per Share:

             Net loss per share of common stock for the 12 weeks and 24 weeks 
     ended June 14, 1997, and June 15, 1996, is based on the weighted average 
     outstanding shares during the period.  Net loss per share of common stock 
     for periods prior to the reorganization, which was consummated in August  
     1996, is not meaningful due to the significant change in capital 
     structure.


                                        7

  
Item 2.     Management's Discussion and Analysis of Financial Condition and 
            Results of Operations
  
            General
       
                 The Company's plan of reorganization became effective on 
            August 2, 1996.  For financial reporting purposes, the Company 
            accounted for the consummation of the reorganization effective 
            as of August 10, 1996.
       
                 As a result of the adoption of "fresh-start" reporting and 
            the consummation of the reorganization, the periods prior to and 
            subsequent to August 10, 1996, for financial reporting purposes   
            are not necessarily comparable.
       
                 The table below sets forth selected items from the Company's  
            consolidated income statement as a percentage of net sales of 
            the periods indicated:
       
                                          12 weeks ended       24 weeks ended
                                          June 14,  June 15,  June 14, June15, 
                                           1997      1996       1997  1996

            Net Sales                     100.0%    100.0%    100.0%   100.0%
            Cost of Sales                  75.3      75.2      75.5     75.5
             Gross Profit                  24.7      24.8      24.5     24.5
            Selling and administrative     21.6      22.5      21.3     22.5
            Financial restructuring cost    -         1.5       -        1.3
            Amortization of excess 
             reorganization value           2.9       -         2.9      -
            Operating profit                0.2       0.8       0.3      0.8
            Interest expense                1.6       1.7       1.6      2.1
            Loss before income taxes       (1.4)     (0.8)     (1.3)    (1.4)
            Income tax provision            0.8       -         0.7      -

              Net loss                     (2.2)     (0.8)     (2.0)    (1.4)
  
  Results of Operations.
  
            Comparison of Twelve Weeks and Twenty-Four Weeks ended June 14, 
  1997, with Twelve Weeks and Twenty-Four Weeks ended June 15, 1996.
  
            Net sales for the 12 weeks and 24 weeks ended June 14, 1997, 
  decreased 4.7% and 4.1%, respectively, from the net sales of the 
  corresponding period of 1996.   The reduction in net sales was primarily 
  due to fewer operating stores in 1997 plus the effect of negative 
  comparable store sales.  Comparable store sales for the 12 weeks and 24 
  weeks ended June 14,  
  
  
                                     8
  
  
  1997, decreased by 3.4% and 2.2%, respectively, as compared to the 
  corresponding periods of 1996.  The decrease in comparable store sales was 
  attributed to increased competitive activities, lower food price inflation  
  and lower sales to food stamp recipients as a result of more stringent 
  eligibility requirements.
  
            Gross profit as a percentage of sales for the 12 weeks ended June 
  14, 1997, was 24.7%, a slight decrease from the corresponding period in 1996 
  of 24.8%.  Gross profit as a percentage of sales for the 24 weeks ended 
  June 14, 1997, and the corresponding period in 1996, amounted to 24.5%. 

            Selling and administrative expenses for the 12 weeks ended June  
  14, 1997, decreased to 21.6%, as a percentage of net sales, compared to 
  22.5%  for the corresponding period of 1996.  For the 24 weeks ended June
  14, 1997, selling and administrative expenses decreased by 1.2%, as a 
  percentage of net sales, to 21.3% from 22.5% in the corresponding period of 
  1996.  The reduction in selling and administrative expenses resulted 
  primarily from lower labor costs associated with the modified union  
  agreements and lower occupancy cost that resulted from renegotiated leases,  
  all commencing in August 1996.  The Company also benefited in cost savings  
  from termination of its information outsourcing contract in March 1996.
  
            For the 12 weeks and 24 weeks ended June 15, 1996, the Company  
  incurred $1.8 million and $3.2 million of financial restructuring costs.  
  These costs were related to the reorganization consummated in August 1996, 
  and are not recurring.
  
            The Company recorded amortization of excess reorganization value 
  of $3.4 million and $6.8 million for the 12 weeks and 24 weeks ended 
  June 14, 1997, respectively.  The amortization of the excess reorganization  
  value is expected to negatively affect earnings for the next nine fiscal 
  quarters.
  
            Interest expense for the 12 weeks ended June 14, 1997, was $1.8 
  million, a reduction of $0.2 million from the $2.0 million in the 
  corresponding period of 1996.  Interest expense for the 24 weeks ended June 
  14, 1997, was $3.8 million, a reduction of $1.4 million from the 
  corresponding period of $5.2 million in 1996.  The reduction in interest 
  expenses was due primarily to the reduction of debt level resulting from 
  the consummation of the reorganization in August 1996.  In the second 
  quarter of 1996, the Company's interest obligation on its outstanding 
  senior secured notes was stayed as a result of filing Chapter 11 petition 
  on May 13, 1996.
  
            The Company recorded income tax provisions of $0.9 million and 
  $1.7 million for the 12 weeks and 24 weeks ended June 14, 1997, 
  respectively. The effective tax rate differs from the statutory rate due to
  amortization of excess reorganization value, which is not deductible for 
  income tax purposes.   The net operating loss carryforwards available for 
  utilization in 1997 ("NOL Carryforward") are limited to approximately  $4.5
  million, the benefit 
  
  
                                         9
  
  
  of which is being recorded as a reduction of excess reorganization value
  rather than a reduction of income tax expense.   The NOL Carryforward is 
  expected to be utilized in the third quarter of 1997 and, accordingly, the 
  Company will commence to incur tax liabilities.
  
            The Company's EBITDA (as defined hereinafter) for the 12 weeks 
  ended June 14, 1997, improved to $5.4 million or 4.7% of net sales, from 
  the EBITDA of $4.5 million, before financial restructuring costs, or 3.7% 
  of net sales for the corresponding period of 1996.  For the 24 weeks ended 
  June 14, 1997, EBITDA was $11.1 million or 4.7% of net sales.   This is a  
  33.5%  improvement over  the 1996 corresponding period EBITDA of $8.3 
  million, before financial restructuring costs, or 3.4% of net sales.   The
  improvement in EBITDA is attributable to the cost savings efforts realized 
  as a result of the reorganization that was consummated in August 1996.
  
            Net loss for the 12 weeks ended June 14, 1997, was $2.5 million 
  or $0.53 per share compared to $1.0 million or $0.03 per share for the 
  corresponding period in 1996.   Net loss for the 24 weeks ended June 14, 
  1997, was $4.8 million or $1.01 per share compared to $3.4 million or  
  $0.10 per share for the corresponding period in 1996.  As a result of the  
  reorganization that was consummated in August 1996, the Company's financial 
  structure has changed significantly so that results of earnings per share 
  are not comparable to prior years.   The Company is amortizing the 
  reorganization value over a three-year period and it has affected earnings
  negatively.   If the Company excluded such amortization of reorganization  
  value for the 12 weeks and  24 weeks ended June 14, 1997, the Company would 
  record income of $0.8 million or $0.18 per share and $2.0 million or $0.42  
  per share, respectively.
  
  Liquidity and Capital Resources
  
            The primary sources of liquidity and capital for the Company's  
  operations have been borrowings under the revolving credit facility and 
  internally-generated funds.


                                   10



            The Company's EBITDA (earnings before interest, taxes, 
  depreciation and amortization) before financial restructuring costs, as 
  presented below, is the Company's measurement of internally-generated cash 
  for working capital needs, capital expenditures and payment of debt 
  obligations:

                                        12 weeks ended      24 weeks ended
                                   June 14,    June 15,   June 14,    June 15,
                                    1997        1996       1997        1996
                              
  Loss before income taxes        (1,615)     (1,015)     (3,072)     (3,358) 

  Interest expense                 1,833       2,051       3,815       5,207
                                                           
  Amortization of reorganization 
   value                           3,364        -          6,824        -

  Financial restructuring costs     -          1,800        -          3,150
                                                           
  Depreciation and amortization    1,821       1,653       3,566       3,341 

    EBITDA                         5,403       4,489      11,133       8,340
                                                           
   As a percentage of sales          4.7%        3.7%        4.7%        3.4%
                                                                      
   As a multiple of interest
    expense                          3.0x        2.2x        2.9x        1.6x

           Cash flow from operations provided $8.7 million for the 24 weeks 
  ended June 14, 1997, and $4.8 million for the 24 weeks ended June 15, 1996.  
  The improvement in cash flow from operations was due primarily to better 
  operating results.
  
           The Company's investing activities used net cash of $3.5 million 
  in the 24 weeks ended June 14, 1997, as compared to net cash provided by 
  investing activities of $0.3 million in the 24 weeks ended June 15, 1996.  
  The cash used in investing activities for 1997 is for the 1997 remodeling 
  program implemented by the Company.  As of June 14, 1997, 7 of the 23 
  remodeling projects have been completed.  The Company expects to expend 
  approximately $11.6 million in cash capital expenditures for fiscal 1997,
  which includes acquiring a Pratt Discount Foods' store in Oklahoma City, 
  Oklahoma.  The acquisition is expected to be completed in August 1997.  The 
  Company currently plans to construct two new stores by the end of 1998: one 
  in Oklahoma City, Oklahoma and the other in Tulsa, Oklahoma.
  
           Financing activities of the Company used net cash of $0.5 million 
  and $4.7 million for the 24 weeks ended June 14, 1997, and June 15, 1996, 
  respectively.
  
  
                                     11
 

  
           Management believes that the revolving credit facility and cash 
  flows from operations will be adequate for the Company's short-term 
  requirements including its 1997 capital expenditure program and the 
  scheduled quarterly payments required under the term loan commencing on 
  September 30, 1997.  As of July 18, 1997, the Company had $0.9 million of 
  borrowings and $5.7 million of letters of credit outstanding under its 
  revolving credit facility.  The revolving credit facility provides for 
  borrowings of up to the lesser of (a) $27.5 million or (b) the applicable 
  borrowing base.  The applicable borrowing base on July 18, 1997, was 
  approximately $26.3 million.
                                 
                                 
                                       12



                                 
  PART II - OTHER INFORMATION
           
  Item 6.      Exhibits and Reports on Form 8-K
  
               (a)    Exhibits: The following exhibits are filed as part of 
                      this report:
  
                      Exhibit No.    Description
  
                         27          Financial Data Schedule.
  
                         99          Press release of July 10, 1997, issued  
                                     by the Company announcing its 1997
                                     second quarter results.
  
               (b)    Report on Form 8-K: The Company did not file any 
                      Form 8-K during the quarter ended June 14, 1997.


                                       13



                                            SIGNATURES
  
             Pursuant to the requirements of the Securities Exchange Act of 
  1934, the registrant has duly caused this report to be signed on its behalf  
  by the undersigned thereunto duly authorized.
  
  
                                     HOMELAND HOLDING CORPORATION
  
  
  Date: ___________                By:
                                     _____________________________________ 
                                     James A. Demme, Chairman, President, 
                                     Chief Executive Officer and Director 
                                     (Principal Executive Officer)
                           
  
  Date: ___________                By:
                                     _____________________________________
                                     Larry W. Kordisch, Executive Vice  
                                     President/Finance, Chief Financial 
                                     Officer and Secretary (Principal 
                                     Financial Officer)