Exhibit 10.35


                                   AMENDMENT
                                     to the
                        ADMINISTRATIVE SERVICES AGREEMENT


     THIS  AMENDMENT  NO. 5 dated as of November 15, 2002 to the  ADMINISTRATIVE
SERVICES  AGREEMENT  ("Agreement")  dated as of March 1, 2000 (such agreement as
amended is referred to herein as the  "Agreement")  between  Leucadia  Financial
Corporation,  a Utah corporation ("Leucadia"),  HomeFed Corporation,  a Delaware
corporation ("HomeFed"), HomeFed Resources Corporation, a California corporation
("HomeFed  Resources") and HomeFed Communities,  Inc., a California  corporation
("HomeFed Communities").

     The following new  paragraph  shall replace in its entirety  paragraph 4 of
the Agreement:

     "4. Term and  Termination.  The term of this Agreement shall continue until
December  31,  2003,  unless  extended  in  writing by mutual  agreement  of the
parties.  HomeFed  shall have the right to  terminate  this  Agreement,  without
restriction or penalty, upon 30 days prior written notice to the other party. In
all events,  the  provisions of Section 7.  "Indemnification"  shall survive the
termination of this Agreement, whether as a result of the passage of time or the
election of HomeFed or otherwise."

     In all other respects, the Agreement shall remain unchanged.









                           [SIGNATURE PAGE TO FOLLOW]








     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date first
hereinabove written.


                                          LEUCADIA FINANCIAL CORPORATION
                                          Address: 529 East South Temple
                                          Salt Lake City, UT  84102

                                          By:   /s/ Joseph A. Orlando
                                                -----------------------
                                          Name:  Joseph A. Orlando
                                          Title: Vice President


                                          HOMEFED CORPORATION
                                          Address: 1903 Wright Place, Suite 220
                                                   Carlsbad, CA  92008

                                          By:   /s/  Paul J. Borden
                                                ------------------------
                                          Name:  Paul J. Borden
                                          Title: President


                                          HOMEFED RESOURCES CORPORATION
                                          Address: 1903 Wright Place, Suite 220
                                                   Carlsbad, CA  92008

                                          By:   /s/ Paul J. Borden
                                                ------------------------
                                          Name:  Paul J. Borden
                                          Title: President


                                          HOMEFED COMMUNITIES, INC.
                                          Address: 1903 Wright Place, Suite 220
                                                   Carlsbad, CA  92008

                                          By:   /s/ Paul J. Borden
                                                ------------------------
                                          Name:  Paul J. Borden
                                          Title: President