April 20, 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 April 15, 2005 response letter and
have
the following 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 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 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. We understand from your disclosure the environmental liability
relates to 30 acres of undeveloped land.  Additionally, your
response
to our comment indicates you tested the recoverability of $143,000
in
book value for the "affected parcel".  In a supplemental response,
please explain your basis for determining this parcel to be the
lowest level for which impairment is to be evaluated.  In your
response, address how the environmental liability is independent
from
cash flows of Otay Land Company, LLC.  Additionally, please advise
us
of the assumptions used in determining the recoverability of book
value of the affected parcel if the entire environmental liability
is
limited to cash flows of this parcel.  If the liability is not
isolated to the cash flows of this parcel, advise us of your
impairment evaluation with respect to the total carrying value of
Otay land.


Comment Letter dated April 8, 2005

2. Please provide the acknowledgments regarding the Company`s
responsibilities requested in our comment letter dated April 8,
2005.

      You may contact Matthew Dowling, Staff Accountant, at (202)
824-5141 or me at (202) 824-5222 if you have questions. Please
respond to the comments included in this letter within ten
business
days or tell us when you will provide us with a response.  Please
file your response on EDGAR.


						Sincerely,



Steven Jacobs
Accounting Branch Chief


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Homefed Corporation
April 21, 2005
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