SecProbe.io

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                           WEIL, GOTSHAL & MANGES LLP
                                767 Fifth Avenue
                            New York, New York 10153
                            Telephone: (212) 310-8000
                            Facsimile: (212) 310-8007

                                 April 15, 2005

TRANSMITTED VIA EDGAR:
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Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
450 Fifth Street, N.W.
Washington, D.C. 20549-0305
Attention:  Steven Jacobs, Branch Chief

               Re:    HomeFed Corporation
                      Form 10-K for the year ended December 31, 2004
                      File No. 001-10153

Ladies and Gentlemen:

           We are writing on behalf of our client, HomeFed Corporation
("HomeFed"), to respond to the comments of the Staff set forth in the letter
dated April 8, 2005 with respect to the above-referenced Form 10-K. For your
convenience, the paragraph numbering of the responses below corresponds to the
numbering in the comment letter.

Note 1- Summary of Significant Accounting Policies, pages F-8 to F-10
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Provision for Environmental Remediation, page F-9
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           1. In a supplemental response, please tell us whether you tested the
value of Otay Ranch for impairment as a result of this environmental liability
based on the criteria of paragraph 8 of FAS 144 and the application of your
policy discussed in Provision for Losses on Real Estate of this Note 1 to
Financial Statements.

           At the time the Company recognized the environmental liability, it
           also concluded that the affected parcel met the criteria specified in
           paragraph 8b of FAS 144 requiring it to test the $143,000 book value
           for recoverability. Based on its evaluation, the Company concluded
           that it will receive future cash flows from the eventual sale of the
           property that are well in excess of the book value, and that it is,
           therefore, not impaired. The Company also believes its application of
           FAS 144 is consistent with its stated accounting policy for Provision
           for Losses on Real Estate contained in Note 1 to the Financial
           Statements.
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Note 8- Sales of Real Estate, page F-14
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           2. In a supplemental response, please tell us how you applied EITF
01-3 Accounting in a Business Combination for Deferred Revenue of an Acquiree to
recognize $12,830,000 of deferred revenue related to your purchase of CDS in
October, 2002. Additionally, please tell us how you determined and allocated the
FV of real estate from this purchase between raw, in-process and finished land
and whether you recognized earnings from the sale of acquired finished land
subsequent to the acquisition. Finally, tell us how you account for the
difference in bases in recording cost of sales applicable to minority interests
and the Company.

           Immediately prior to its purchase by the Company in October 2002, CDS
           recognized deferred revenue related to its legal obligations to
           builders and the City of San Marcos, principally to complete
           construction of common areas related to the San Elijo Hills project,
           in which CDS has an effective 68% equity interest. The Company
           evaluated these obligations and concluded they met the criteria
           specified in paragraph 4 of EITF 01-3 for legal performance
           obligations, and accordingly recognized a liability at acquisition
           based on its fair value to the extent of the 68% interest acquired.
           The fair value was determined based upon the estimated external costs
           to complete the construction of the common areas.

           At acquisition, the fair values of CDS's individual assets and
           liabilities exceeded the acquisition cost (a bargain purchase). This
           excess was allocated to reduce the amounts that otherwise would have
           been assigned to the acquired non-current assets, principally real
           estate. As a result, the total amount ultimately allocated to all of
           CDS's real estate at acquisition was $139,000. This amount was not
           allocated between raw, in-process and finished land since the Company
           concluded that any such allocation would not have a material impact.
           However, by way of further information all of the acquired real
           estate was either raw land or in-process land. Since no finished land
           was acquired, the Company did not recognize any earnings on finished
           land subsequent to acquisition.

           As a result of the application of purchase accounting to the acquired
           real estate discussed above, the Company maintains two accounting
           records for its CDS real estate, one for consolidated public
           reporting purposes, and one for minority interest accounting that is
           based on the historical pre-acquisition real estate book value. The
           Company also recorded the historical carrying amount of the minority
           interest at the date CDS was acquired for purchase accounting
           purposes. As a result, cost of sales for public reporting purposes is
           less than cost of sales used to determine the charge for minority
           interest in the Company's consolidated statement of operations.

Note 13- Other Related Party Transactions, page F-18
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           3. In a supplemental response, please tell us how you applied
paragraph 14 of FAS 141 to your redemption of Leucadia's interest in Otay Land
Company, LLC. In your response, please quantify the carrying amount of the
preferred capital and accrued preferred return at the time of redemption. If
purchase accounting is not applicable, please explain and advise as to whether
Leucadia's interest was classified as debt and why.

           When Leucadia's preferred capital interest was extinguished in April
           2003, the total amount of preferred capital was $10,000,000 (which
           was the only capital ever contributed by Leucadia), and the accrued
           preferred return was $2,900,000, resulting in an aggregate carrying

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           amount of $12,900,000. During the periods that Leucadia's preferred
           capital interest was outstanding, the accrued preferred return was
           recognized in the Company's consolidated financial statements by
           recording minority interest charges in the Company's consolidated
           statements of operations.

           The Company does not believe that paragraph 14 of FAS 141 applies to
           preferred capital interests. The Company considered Leucadia's
           preferred capital interest to be most similar to a non-voting
           preferred stock of a subsidiary. The preferred capital interest had
           no fixed redemption date; the operating agreement required that any
           amounts available for distribution to members first be distributed to
           Leucadia until such time as Leucadia received a 12% annual return on
           its capital interest and a return of all its contributed capital.
           Therefore the Company accounted for Leucadia's investment as a
           minority interest in a subsidiary's preference shares. Upon
           redemption, the amount paid to Leucadia to extinguish its preferred
           capital interest equaled the amount accrued as minority interest.

           If the Staff has any additional questions or comments, kindly contact
the undersigned at (212) 310-8528.

                                           Very truly yours,

                                           /s/ Andrea A. Bernstein
cc:   Erin H. Ruhe

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