April 8, 2005


Mail Stop 0409

	VIA U.S. MAIL AND FAX (760) 918-8210

Ms. Erin Ruhe
VP, Treasurer and Controller
HomeFed Corporation
1903 Wright Place, Suite 220
Carlsbad, CA 92008

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

Dear Ms. Ruhe:

      We have reviewed your above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Form 10-K for the year ended December 31, 2004

Financial Statements and Notes

Note 1 - Summary of Significant Accounting Policies, pages F-8 to
F-
10

Provision for Environmental Remediation, page F-9
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.

Note 8 - Sales of Real Estate, page F-14
2. In a supplemental response, please tell us how you 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.

Note 13 - Other Related Party Transactions, page F-18
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.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your response on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that


* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Dowling, Staff Accountant, at (202)
824-5141 or me at (202) 824-5222 if you have questions.


						Sincerely,


Steven Jacobs
						Branch Chief

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HomeFed Corporation
April 8, 2005
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