Homeland Holding Corporation
             First Amended and Restated Stock Option Agreement

                         (Non-Qualified Stock Option)


          This First Amended and Restated Stock Option Agreement ("Agreement")
is made this 8th day of December, 1998, by and between Homeland Holding 
Corporation, a Delaware corporation ("Holding"), and David B. Clark, an
officer and an employee of Holding (the "Holder"), with reference to the 
following circumstances:

          A.   Holding and the Holder entered into a certain Stock Option 
Agreement dated June 1, 1998 (the "Prior Agreement"), whereby Holding granted
to the Holder the right and option to purchase 30,000 shares of Common Stock,
par value $0.01 per share ("Common Stock"), of Holding at a purchase price of
$8 per share (the "Prior Option").

          B.   The Holder continues to serve Holding and Homeland as President
and Chief Executive Officer and the Board of Directors of Holding has determined
that it is in the best interest of Holding and Homeland Stores, Inc. 
("Homeland"), the wholly-owned subsidiary of Holding, to replace the Prior 
Option with the options to be granted hereunder in order to retain the Holder's
services as President and Chief Executive Officer of Holding and Homeland and,
in that regard, to ensure that the stock option portion of his remuneration 
package continues to have meaningful value.

          C.   The Homeland Holding Corporation 1996 Stock Option Plan (the 
"Plan") provides that if any option outstanding under the Plan terminates for
any reason prior to the end of the period during which options may be granted
under the Plan, the shares of Common Stock covered by the unexercised portion
of such option may again be subject to an option under the Plan.

          In consideration of the mutual covenants hereinafter set forth and 
for other good and valuable consideration, Holding and the Holder agree as 
follows:

          1.   Termination and Cancellation of Prior Option. In consideration
of the options granted to the Holder hereunder, the Prior Option is hereby 
terminated, canceled and rescinded in all respects and replaced with the options
granted hereunder.  This First Amended and Restated Stock Option Agreement shall
supersede in its entirety the terms and conditions of the Prior Agreement.

          2.   Grant of Stock Option. In replacement of the Prior Option, 
Holding hereby grants to the Holder the right and option ("Option") to purchase
an aggregate of 30,000 shares of Common Stock on the terms and subject to the
conditions set forth in this Agreement and in the Plan, which is incorporated
by reference in this Agreement.

          3.  Purchase Price.  The purchase price of the shares of Common Stock
subject to the Option shall be $3-5/8 per share.

          4.   Option Vesting Schedule.  The Option shall be exercisable as 
follows:

               Number of Shares       First Date of Exercise

                     6,000                June 1, 1999
                     6,000                June 1, 2000
                     6,000                June 1, 2001
                     6,000                June 1, 2002
                     6,000                June 1, 2003

          The First Date of Exercise shall mean, with respect to each group of
shares of Common Stock covered by the Option, the date on which the Option 
becomes exercisable with respect to such shares of Common Stock. Such shares
may be purchased either in whole or in part at any time and from time to time
on or after the First Date of Exercise and prior to the Expiration Date, as 
defined below.

          The Board of Directors of Holding ("Board"), or, if there is a 
Stock Option Committee ("Committee"), the Committee may accelerate the vesting 
of the Option, subject to the limitations contained in the Plan.

          5.    Term of Option.  The Option shall expire and terminate on the
earliest of (a) ten (10) years from the date the Option is granted; (b) 
termination of the Holder's status as a director for cause; and (c) forty-five
(45) days after the termination of the Holder's employment other than for 
cause ("Expiration Date").

          If the Holder dies or becomes disabled while in the service of Holding
of any subsidiary thereof or within the period of time after termination of 
service during which the Holder is entitled to exercise the Option, the legal
representative of the Holder shall have the right to exercise the Option during
the period which the Holder is entitled to exercise the Option.

          The Holder shall have none of the rights of a shareholder with respect
to the shares of Common Stock subject to the Option until the date of issuance
of the shares to the Holder and only after such shares are fully paid.

          6.    Nontransferability.  The Option is not assignable or 
transferable by the Holder, other than by will or the laws of descent and 
distribution. During the life of Holder, the rights of the Holder under this
Agreement may be exercised only by the Holder. Any attempted assignment or
transfer, voluntarily or by operation of law, that is not permitted by this 
Section 6 shall be null and void and without effect.

          7.    Adjustments.  The Board, or, if there is a Committee, the 
Committee may adjust the number and kind of shares covered by the Option and 
the price per share thereof as the Board or the Committee, as the case may be,
determines, in its sole discretion and good faith, is equitably required to 
prevent dilution or enlargement of the rights of the Holder that would otherwise
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of Holding; (b) any
merger, consolidation, separation, reorganization or partial or complete 
liquidation; or (c) any other corporate transaction or event having an effect
similar to any of the foregoing events.

          8.    Investment Intent.  The Holder represents and agrees for the 
Holder and the Holder's legal representatives that any shares purchased under
the Option will be acquired for investment only and not with a view to
distribution.

          9.    Exercise of Option.  The Option may be exercised by delivering
to the Secretary of Holding notice in writing (in form satisfactory to Holding)
of the Holder's election to exercise the Option for a specified and permitted
number of shares of Common Stock and by paying to Holding, in the form 
designated by the Board or, if there is a Committee, by the Committee, the 
purchase price for the shares of Common Stock for which the Option is being
exercised.

          10.   Governing Law; Interpretation. This Agreement shall be subject
to, and governed by, the laws of the State of Oklahoma irrespective of the 
fact that one or more of the parties now is, or may become a resident of a
different state. The Option is subject to the terms and conditions of the Plan,
a copy of which may be examined during the business hours of Holding at its 
principal offices in Oklahoma City, Oklahoma. To the extent there is any 
conflict or inconsistency between the Plan and this Agreement, the Plan or this
Agreement shall be determined by the Board or, if there is a Committee, the 
Committee and such determination shall be final and binding upon Holding and 
the Holder.

          11.   Section Headings.  Section Headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

          12.   No Effect on Options other than Prior Option. It is acknowledged
that the Holder and Holding are also parties to a certain Stock Option Agreement
dated February 17, 1998. Nothing herein shall be deemed to affect, alter or 
impair the provisions, terms or conditions of such February 17, 1998 Stock 
Option Agreement or the options granted thereunder, which continues in full 
force and effect.

          IN WITNESS WHEREOF, Holding has caused this Agreement to be duly 
executed by its officer thereunto duly authorized, and the Holder has hereunto
set the Holder's hand, all on the day and year first above written.

                                   Homeland Holding
Corporation


                                   By:
____________________________              Wayne S. Peterson
                                          Senior Vice President and
                                          Chief Financial Officer


                                   Holder:


_______________________________
David B. Clark