HOME HOLDINGS INC
8-K, 1997-01-03
FIRE, MARINE & CASUALTY INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
                             EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) December 31, 1996

                             HOME HOLDINGS INC.
           (Exact name of registrant as specified in its charter)

     Delaware                      0-19347                  13-3584978
 (State of Incorporation)   (Commission file number)    (I.R.S. Employer 
                                                        Identification No.)

                59 Maiden Lane, New York, New York         10038-4548
                (Address of principal executive office)    (Zip Code)

     Registrant's telephone number including area code (212) 530-6600



          Effective December 31, 1996, each of the Series A
     Senior Working Capital Notes and Series B Senior Working
     Capital Notes presently outstanding and issued by Home
     Holdings Inc. pursuant to the Amended and Restated
     Standby Working Capital Credit Agreement dated as of
     April 26, 1995, were amended in accordance with a Joint
     Unanimous Written Consent of the Holders of such Notes, a
     copy of which is set forth as Exhibit 4 hereto and is
     incorporated herein by reference.

                                   SIGNATURE

          Pursuant to the requirements of the Securities and
     Exchange Act of 1934, the Registrant has duly caused this
     report to be signed on its behalf by the undersigned
     hereunto duly authorized.

                                   HOME HOLDINGS INC.

     Date:  January 3, 1997        By:  /s/  Richard H. Hershman   
                                        Richard H. Hershman
                                        Treasurer





                                                        EXHIBIT 4


                        JOINT UNANIMOUS WRITTEN CONSENT
                                      OF
                         HOLDERS OF HOME HOLDINGS INC.  
                             SERIES A AND SERIES B
                          SENIOR WORKING CAPITAL NOTES


          THE UNDERSIGNED, being the holders of all of the
     Series A Senior Working Capital Notes and Series B Senior
     Working Capital Notes (as such terms are defined in that
     certain Amended and Restated Standby Working Capital
     Credit Agreement dated as of April 26, 1995) issued by
     Home Holdings Inc. (the "Company") and presently
     outstanding, DO HEREBY consent to the adoption of the
     following preambles and resolutions:

          WHEREAS, all capitalized terms used herein and not
     otherwise defined herein shall have the respective
     definitions ascribed thereto in the Series A Senior
     Working Capital Notes or the Series B Senior Working
     Capital Notes, as the case may be;

          WHEREAS, Section 7.1 of each of the Notes provides
     that, subject to the obtaining of the written consent of
     all of the holders of the Notes then outstanding, the
     Notes may be amended to change the timing of the payment
     of interest payable thereunder; and

          WHEREAS, each of the undersigned Holders desire to
     amend the Notes presently held by it to provide, among
     other things, that until the Maturity Date thereof or
     until the principal thereof shall otherwise become due
     and payable, interest accrued thereon shall not be due or
     payable until seven (7) Business Days following the
     receipt by the Company of written demand therefor from
     such Holder;

          NOW THEREFORE, be it

          RESOLVED, that effective December 31, 1996 each of
     the undersigned Holders hereby consents to the amendment
     of the Notes, and that said Notes be, and each of them
     hereby is, so amended, as follows:

          (i)  By inserting immediately after the words
     "payable quarterly, in cash," appearing in clause (a) of
     the first paragraph of each such Note, the following new
     words:  "or if not so paid, compounded quarterly,"

          (ii) A new second paragraph shall be inserted
     immediately following the first paragraph of each Note,
     to read as follows:

               "Anything to the contrary contained herein
          or in the Standby Working Capital Credit
          Agreement notwithstanding, until the Maturity
          Date or until the principal hereof shall
          otherwise become due and payable, the Company
          shall have no obligation to make any payment of
          interest on any Interest Payment Date or any
          other date and any interest accrued on such
          principal amount shall not be deemed overdue
          and shall be subject to quarterly compounding
          as provided above, unless and until the Company
          shall have received a written demand therefor
          pursuant to clause (a) of Section 4.1 hereof
          and the cure period referred to therein shall
          have expired (in which event all such interest
          compounded and accrued as of the applicable
          Interest Payment Date shall immediately become
          due and payable)."

          (iii)     Clause (a) of Section 4.1 of each Note
     shall be deleted in its entirety and a new clause (a)
     shall be inserted in lieu thereof, to read as follows:

               "(a)    the Company defaults in the
          payment of any principal or premium on any Note
          at its maturity or when otherwise due or, in
          the case of the payment of interest on any
          Note, the Company fails to pay all interest
          (whether accrued or compounded) on the Note to
          and including the immediately preceding
          Interest Payment Date, within seven (7)
          Business Days following the receipt by the
          Company of a written demand therefor by the
          Holder of the Note;"

     ; and be it further

          RESOLVED, that the undersigned represent and warrant
     to the Company that they constitute the Holders of all of
     the Notes presently issued and outstanding; and be it
     further

          RESOLVED, that the Company be, and it hereby is,
     authorized to take all actions as it may deem necessary
     or appropriate to more fully effectuate the intent of the
     foregoing resolutions; and be it further

          RESOLVED, that this Consent may be executed in
     counterparts each of which shall be deemed an original
     and all such counterparts taken together shall be deemed
     one instrument.

          THE UNDERSIGNED, being the duly authorized
     representatives of the Holders, have hereunto set their
     hands as of the 31st day of December, 1996.

                         CENTRE REINSURANCE HOLDINGS LIMITED

                         By: /s/  Tara Leonard     
                            Name:  Tara Leonard
                            Title: Senior Vice President & Chief
                                   Accounting Officer

                         ZURICH HOME INVESTMENTS LIMITED

                         By: /s/  Roger Thompson       
                            Name:  Roger Thompson
                            Title: Vice President

                         CENTRE FINANCE DUBLIN

                         By:  /s/ Anthony T. Dunne       
                            Name:  Anthony T. Dunne
                            Title: Vice President

                         By:                                  
                            Name:
                            Title:

     Consented and agreed to as of the
      31st day of December, 1996

     HOME HOLDINGS INC.

     By:     /s/ Richard H. Hershman          
             Richard H. Hershman
             Treasurer




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