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

                                  May 11, 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 May 3, 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.

Form 10-K for the year ended December 31, 2004
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Financial Statements and Notes
------------------------------

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 light of your disclosure on page F-9 that you allocate costs
based on relative fair value rather than specific identification under paragraph
11 of SFAS 67, please tell us how the cash outflows of each parcel are largely
independent in reaching your determination each parcel is the lowest level at
which to evaluate impairment. In your response, please tell us at what level the
environment liability is assigned for evaluating impairment and why.

           By way of further background, the approximate 30 acre parcel that the
           Company expects to remediate is part of a single contiguous parcel
           totaling approximately 265 acres ("Parcel A"). The land in Parcel A
           is currently entitled for 175 acres of non-developable open space

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           mitigation land and 90 acres of developable land, and has an
           aggregate book value of approximately $1,426,000 (including the 30
           acre affected parcel). The Company may pursue further entitlements
           for the Parcel A land; however, the Company does not currently plan
           to further improve the land through construction activities.
           Substantially all of the costs expected to be incurred in Parcel A
           are either specifically identifiable to sub-parcels within Parcel A,
           or are considered allocated costs that are allocated principally
           based on acreage (for example, property taxes, legal fees and
           consulting fees). There are minimal common or shared costs expected
           that would be allocated within Parcel A based upon relative fair
           value. All of the acreage in Parcel A is separate from and does not
           border any of the other approximately 2,600 acres of land the Company
           owns in Otay. Costs incurred related to Parcel A are separate from
           and are not allocated to other Otay land; nor are costs incurred from
           other Otay land allocated to Parcel A.

           The Company assigned the environmental liability to the 30 acre
           affected sub-parcel, and concluded that the carrying amount of that
           sub-parcel was recoverable. The Company believes that the net cash
           flow that can be generated from the sale of this sub-parcel is
           separately identifiable and largely independent from the net cash
           flow that can be generated from the sales of other sub-parcels within
           Parcel A. For the reasons described above, the Company does not
           believe the nature of the costs it expects to incur would result in a
           conclusion that it should use the next higher level for impairment
           evaluation, since these costs are substantially separately
           identifiable or allocated. However, if the Company were to assign the
           environmental liability to the next highest level and analyze all of
           Parcel A as an asset group for impairment evaluation, because the
           Company's estimate of the future net cash flow from all of Parcel A
           is greater than the net carrying amount of Parcel A, the Company
           would reach the same conclusion that the carrying amount of the asset
           group is recoverable.

           The disclosure in footnote 1 on page F-9 that describes how land
           costs are allocated to individual lots prior to development
           principally refers to the allocation of original acquisition costs.
           Subsequent to acquisition, as described above, costs are principally
           allocated to parcels or lots primarily based on specific
           identification or relative acreage.

           2. Your response to our comment states you estimate future net cash
flows of Otay land to be over $150 million, which would exceed the carrying
value of all Otay land and the environmental liability. Please relate and
explain the estimate to historical sales per acre of developable and mitigation
Otay land. We note your historical sales per acre appear to be significantly
less than what you estimate in your impairment test.

           The two most recent sales of Otay land have been sales of
           non-developable mitigation land (average price of approximately
           $15,000 per acre) which is far less valuable than developable land.
           Land that is entitled for development is valued at a much greater
           price per acre than mitigation land, even if sold as unimproved
           developable land. If the Company chooses to improve its developable
           land, it can earn the additional profit that comes from that
           development activity. In the case of developable land that is
           entitled for residential development, land values and prices are
           strongly influenced by the number of dwelling units permitted. The
           Company considers all of these and other factors, including current
           market prices, to develop its cash flow projections for Otay. The
           Company's historical selling prices of non-developable mitigation
           land are just one of the factors the Company considers in its cash
           flow projections, and such prices are not by themselves indicative of
           the future net cash flows that can be generated from the Company's
           investment in Otay.

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           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 N. Ruhe

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