Exhibit 10.23


                                    AMENDMENT
                                     to the
                        ADMINISTRATIVE SERVICES AGREEMENT


                  THIS AMENDMENT NO. 6 dated as of December 31, 2003 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, 2004, 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: ___________________________
                                           Name: Joseph A. Orlando
                                           Title: Vice President


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

                                       By: ___________________________
                                           Name: Paul J. Borden
                                           Title: President


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

                                       By: ___________________________
                                           Name: Paul J. Borden
                                           Title: President


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

                                       By: ___________________________
                                           Name: Paul J. Borden
                                           Title: President