SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                            FORM 8-K

                         CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported)  August 14, 1998 
                                                  ---------------

                          HOMEFED CORPORATION
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)

         Delaware                        1-10153            33-0304982        
--------------------------------       -----------       -------------------
 (State or other jurisdiction of       (Commission          (I.R.S. Employer
  incorporation or organization)         File No.)       Identification No.)

                          529 East South Temple
                       Salt Lake City, Utah 84102
            ---------------------------------------------------
            (Address of principal executive offices) (Zip Code)

                              (801)521-1066       
           ---------------------------------------------------- 
           (Registrant's telephone number, including area code)

                                    N/A                                  
--------------------------------------------------------------------------
         (Former name, former address and former fiscal year, 
                     if changed since last report)
<PAGE>
     Item 1.   Change in Control of Registrant

     Item 5.   Other Events
     
          As of August 14, 1998, HomeFed Corporation (the "Company")
     entered into a Development Management Agreement ("Development
     Agreement") with an indirect subsidiary of its then principal
     shareholder, Leucadia National Corporation ("Leucadia"), to
     develop a master-planned residential project in San Marcos, San
     Diego County, California. In connection with the Development
     Agreement, the Company also entered into a stock purchase
     agreement ("Stock Purchase Agreement") with Leucadia pursuant to
     which the Company has agreed to sell additional shares of its $.01
     par value comon shares ("Common Stock") to Leucadia in July 1999
     to increase Leucadia's interest in the Company from approximately
     41.2% to approximately 87.5%.  Pursuant to the Stock Purchase
     Agreement, the Company increased the size of the Board of
     Directors from three Directors to five Directors, and selected two
     designees of Leucadia to fill the new Board seats.  As of August
     14, 1998, the Company and a subsidiary of Leucadia also entered
     into an Amended and Restated Loan Agreement ("Amended Loan
     Agreement"), pursuant to which the Company's outstanding 12%
     Secured Convertible Note has been restructured.  The Development
     Agreement, the Stock Purchase Agreement and the Loan Agreement
     were unanimously approved by the Company's two independent
     Directors, Timothy M. Considine and Michael A. Lobatz.  The
     Company's third Director, Paul J. Borden, an affiliate of
     Leucadia, abstained.  These agreements, which are filed as
     exhibits to this report, are described below.

                                      2
<PAGE>
     Stock Purchase Agreement

          Pursuant to the Stock Purchase Agreement, the Company 
     agreed to sell approximately 37,056,000 additional shares of its
     Common Stock to Leucadia to increase Leucadia's interest in the
     Company from approximately 41.2% to approximately 87.5% at an
     aggregate purchase price of approximately $6,670,000.  Upon the
     signing of the Stock Purchase Agreement, Leucadia advanced to the
     Company $5,000,000 of the total purchase price, which amount is
     refundable to Leucadia in the event the closing of the Stock
     Purchase Agreement does not occur.  The Stock Purchase Agreement
     provides that the balance of the purchase price will be paid at
     the closing and that the closing will occur on or after July 5,
     1999, subject to the satisfaction of certain conditions. 
          The Stock Purchase Agreement includes an antidilution
     provision to the effect that if the Company issues additional
     shares to any person other than Leucadia, the number of shares of
     Common Stock issued to Leucadia shall be increased to give
     Leucadia an 87.5% interest in the Company on a fully diluted
     basis.  Under the Stock Purchase Agreement, Leucadia also has
     certain registration rights pursuant to which it may require the
     Company to register the shares of Common Stock of the Company
     which Leucadia owns.
          Pursuant to the Stock Purchase Agreement, on August 14, 1998
     the Company also increased the size of its Board of Directors from
     three Directors to five Directors and selected two persons
     designated by Leucadia to fill the new board seats, with the

                                      3
<PAGE>
     result that three of the five Directors of the Company are now
     affiliated with Leucadia.  Mr. Borden, a Director and the
     President of the Company since May, 1998, is also a Vice President
     of Leucadia.  The two new Directors designated by Leucadia are
     Joseph S. Steinberg and Patrick D. Bienvenue.  Mr. Steinberg, a
     Director of the Company since August 14, 1998, has served as a
     director of Leucadia since 1978 and as its President since 1979. 
     He is also a director of: Allcity Insurance Company, a
     consolidated subsidiary of Leucadia which is a property and
     casualty insurer; MK Gold Company, a public company which is an
     international gold mining company, approximately 46% of the common
     stock of which is beneficially owned by Leucadia; and Jordan
     Industries, Inc., a public company which owns and manages
     manufacturing companies, approximately 10% of the common stock of
     which is beneficially owned by Leucadia.  Mr. Bienvenue, also a
     Director of the Company since August 14, 1998, has served as
     President of Leucadia Financial Corporation ("LFC"), a subsidiary
     of Leucadia which performs management and administrative services
     for the Company, since June 1998, and as the President of another
     Leucadia subsidiary engaged in real estate development since
     February 1996.  From 1992 to 1996, Mr. Bienvenue was the President
     and Chief Executive Officer of Torwest, Inc., a private developer
     of resort communities in the United States.  Mr. Steinberg does
     not beneficially own any shares of Common Stock other than by
     virtue of the Trust Agreement (as defined below).  Neither Mr.
     Bienvenue nor Mr. Borden beneficially own any shares of Common
     Stock.

                                      4
<PAGE>
          On August 14, 1998, Leucadia transferred its current
     holdings of the Company's stock, plus the Stock Purchase
     Agreement, to a Trust (the "Trust") created under a Trust
     Agreement dated August 14, 1998 between Leucadia for the benefit
     of its shareholders and Joseph A. Orlando, as Trustee (the "Trust
     Agreement").  Pursuant to the terms of the Company's Restated
     Certificate of Incorporation, the transfers of the shares of the
     Company's Common Stock and the Stock Purchase Agreement were
     approved by the Board of Directors of the Company, with Mr.
     Borden, a Director of the Company affiliated with Leucadia,
     abstaining.
          The Trust Agreement provides that the Trustee may vote or
     act with respect to the disposition of all Common Stock held in
     the Trust as directed in a written notice jointly signed by Ian M.
     Cumming, Chairman of Leucadia, and Mr. Steinberg, each of whom is
     a beneficiary of the Trust, acting on behalf of all beneficiaries
     of the Trust.  On August 14, 1998, Leucadia announced that it had
     declared a pro rata dividend of beneficial interests in the Trust
     to its shareholders of record on August 25, 1998.  Beneficial
     interests in the Trust are not certificated, are not transferable,
     except under the laws of descent and distribution, do not have
     voting rights, are not entitled to receive dividends or interest
     and do not represent any equity interest in the Company.  

                                      5
<PAGE>     
     Amended Loan Agreement

          On August 14, 1998 the Company and LFC entered into the
     Amended Loan Agreement, pursuant to which the Company and LFC
     amended the original Loan Agreement dated July 3, 1995 and
     restructured the Company's outstanding 12% Secured Convertible
     Note due 2003 ("Original Note"), which is held by LFC.  The
     restructured Note, dated August 14, 1998, is in the principal
     amount of approximately $26,462,380 (reflecting the original
     $20,000,000 principal balance of the Original Note, together with
     additions to principal resulting from accrued and unpaid interest
     thereon to the date of the restructuring), extends the maturity
     date from July 3, 2003 to December 31, 2004, reduces the interest
     rate from 12% to 6% and eliminates the convertibility feature of
     the Original Note. 
     

     Development Agreement

          The Company entered into a Development Agreement with
     Provence Hills Development Company, LLC ("Owner"), an indirect
     subsidiary of Leucadia that owns certain real property located in
     the City of San Marcos, County of San Diego, California, to
     develop a master-planned residential project ("Project") on such
     property. The Project, known as San Elijo Ranch, is intended to be
     developed into a community of approximately 3,400 homes over the
     next ten years.  
          The Development Agreement provides that the Company will act
     as the development manager ("Development Manager").  As the
     Development Manager for the Project, the Company will have

                                      6
<PAGE>
     responsibility for the overall management of the Project,
     including arranging financing for all Project costs and acting as
     the construction manager.  The Company and Owner have jointly
     agreed upon the budget for the Project as well as the Project
     schedule and development plan. 
          The Company is also required to develop a marketing plan for
     the Project to be approved by Owner and to negotiate the sale of
     portions of the Project, subject to the prior approval of Owner. 
     All sales proceeds shall belong to Owner, except that Owner shall
     pay the Company the fees described below.
          The Development Agreement provides that the Company is
     entitled to receive a project management fee, a field overhead
     fee, a marketing and advertising fee and a success fee as
     described below:
               (a)  Project Management Fee - an amount equal to 3%
     of gross revenues (as defined in the Development Agreement), minus
     any management fees paid to date or payable in the future by
     Owner.
               (b)  Field Overhead Fee - an amount equal to 2.72% of
     gross revenues, minus certain amounts incurred by Owner in
     connection with the Project.
               (c)  Marketing and Advertising Fee - an amount equal
     to 1.5% of gross revenues.
               (d)  Success Fee - a fee payable as portions of the
     Project are sold, as set forth in Section 7.6 of the Development
     Agreement.

                                      7
<PAGE>
          The Development Agreement may be terminated by Owner, upon
     sixty (60) days' notice, with or without cause and without regard
     to whether the Company is in default thereunder.
     

     Item 7.   Financial Statements and Exhibits

     (c)  The following exhibits are filed with this Report:
          10.1   Stock Purchase Agreement between HomeFed
                 Corporation and Leucadia National Corporation dated
                 as of August 14, 1998.

          10.2   Amended and Restated Loan Agreement between HomeFed
                 Corporation and Leucadia Financial Corporation
                 dated as of August 14, 1998.

          10.3   Development Management Agreement between Provence
                 Hills Development Company, LLC and HomeFed
                 Corporation.

          20     Press Release dated August 14, 1998.

                                      8
<PAGE>
                            SIGNATURE
     
          Pursuant to the requirements of the Securities Exchange Act
     of 1934, the Registrant has duly caused this report to be signed
     on its behalf by the undersigned thereunto duly authorized.

                              REGISTRANT:
     
                              HOMEFED CORPORATION 
     
     
     
                                /s/ Corinne A. Maki    
                              -----------------------------
                              Corinne A. Maki, Treasurer
     
     
     
     Date:  August 28, 1998
     
                                      9
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SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  August 14, 1998 
                                                  ---------------

                          HOMEFED CORPORATION
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)

         Delaware                        1-10153            33-0304982        
--------------------------------       -----------       -------------------
 (State or other jurisdiction of       (Commission          (I.R.S. Employer
  incorporation or organization)         File No.)       Identification No.)

                          529 East South Temple
                       Salt Lake City, Utah 84102
            ---------------------------------------------------
            (Address of principal executive offices) (Zip Code)

                              (801)521-1066       
           ---------------------------------------------------- 
           (Registrant's telephone number, including area code)

                                    N/A                                  
--------------------------------------------------------------------------
         (Former name, former address and former fiscal year, 
                     if changed since last report)
Item 1.   Change in Control of Registrant

     Item 5.   Other Events
     
          As of August 14, 1998, HomeFed Corporation (the "Company")
     entered into a Development Management Agreement ("Development
     Agreement") with an indirect subsidiary of its then principal
     shareholder, Leucadia National Corporation ("Leucadia"), to
     develop a master-planned residential project in San Marcos, San
     Diego County, California. In connection with the Development
     Agreement, the Company also entered into a stock purchase
     agreement ("Stock Purchase Agreement") with Leucadia pursuant to
     which the Company has agreed to sell additional shares of its $.01
     par value comon shares ("Common Stock") to Leucadia in July 1999
     to increase Leucadia's interest in the Company from approximately
     41.2% to approximately 87.5%.  Pursuant to the Stock Purchase
     Agreement, the Company increased the size of the Board of
     Directors from three Directors to five Directors, and selected two
     designees of Leucadia to fill the new Board seats.  As of August
     14, 1998, the Company and a subsidiary of Leucadia also entered
     into an Amended and Restated Loan Agreement ("Amended Loan
     Agreement"), pursuant to which the Company's outstanding 12%
     Secured Convertible Note has been restructured.  The Development
     Agreement, the Stock Purchase Agreement and the Loan Agreement
     were unanimously approved by the Company's two independent
     Directors, Timothy M. Considine and Michael A. Lobatz.  The
     Company's third Director, Paul J. Borden, an affiliate of
     Leucadia, abstained.  These agreements, which are filed as
     exhibits to this report, are described below.

                                      2
Stock Purchase Agreement

          Pursuant to the Stock Purchase Agreement, the Company 
     agreed to sell approximately 37,056,000 additional shares of its
     Common Stock to Leucadia to increase Leucadia's interest in the
     Company from approximately 41.2% to approximately 87.5% at an
     aggregate purchase price of approximately $6,670,000.  Upon the
     signing of the Stock Purchase Agreement, Leucadia advanced to the
     Company $5,000,000 of the total purchase price, which amount is
     refundable to Leucadia in the event the closing of the Stock
     Purchase Agreement does not occur.  The Stock Purchase Agreement
     provides that the balance of the purchase price will be paid at
     the closing and that the closing will occur on or after July 5,
     1999, subject to the satisfaction of certain conditions. 
          The Stock Purchase Agreement includes an antidilution
     provision to the effect that if the Company issues additional
     shares to any person other than Leucadia, the number of shares of
     Common Stock issued to Leucadia shall be increased to give
     Leucadia an 87.5% interest in the Company on a fully diluted
     basis.  Under the Stock Purchase Agreement, Leucadia also has
     certain registration rights pursuant to which it may require the
     Company to register the shares of Common Stock of the Company
     which Leucadia owns.
          Pursuant to the Stock Purchase Agreement, on August 14, 1998
     the Company also increased the size of its Board of Directors from
     three Directors to five Directors and selected two persons
     designated by Leucadia to fill the new board seats, with the

                                      3
result that three of the five Directors of the Company are now
     affiliated with Leucadia.  Mr. Borden, a Director and the
     President of the Company since May, 1998, is also a Vice President
     of Leucadia.  The two new Directors designated by Leucadia are
     Joseph S. Steinberg and Patrick D. Bienvenue.  Mr. Steinberg, a
     Director of the Company since August 14, 1998, has served as a
     director of Leucadia since 1978 and as its President since 1979. 
     He is also a director of: Allcity Insurance Company, a
     consolidated subsidiary of Leucadia which is a property and
     casualty insurer; MK Gold Company, a public company which is an
     international gold mining company, approximately 46% of the common
     stock of which is beneficially owned by Leucadia; and Jordan
     Industries, Inc., a public company which owns and manages
     manufacturing companies, approximately 10% of the common stock of
     which is beneficially owned by Leucadia.  Mr. Bienvenue, also a
     Director of the Company since August 14, 1998, has served as
     President of Leucadia Financial Corporation ("LFC"), a subsidiary
     of Leucadia which performs management and administrative services
     for the Company, since June 1998, and as the President of another
     Leucadia subsidiary engaged in real estate development since
     February 1996.  From 1992 to 1996, Mr. Bienvenue was the President
     and Chief Executive Officer of Torwest, Inc., a private developer
     of resort communities in the United States.  Mr. Steinberg does
     not beneficially own any shares of Common Stock other than by
     virtue of the Trust Agreement (as defined below).  Neither Mr.
     Bienvenue nor Mr. Borden beneficially own any shares of Common
     Stock.

                                      4
On August 14, 1998, Leucadia transferred its current
     holdings of the Company's stock, plus the Stock Purchase
     Agreement, to a Trust (the "Trust") created under a Trust
     Agreement dated August 14, 1998 between Leucadia for the benefit
     of its shareholders and Joseph A. Orlando, as Trustee (the "Trust
     Agreement").  Pursuant to the terms of the Company's Restated
     Certificate of Incorporation, the transfers of the shares of the
     Company's Common Stock and the Stock Purchase Agreement were
     approved by the Board of Directors of the Company, with Mr.
     Borden, a Director of the Company affiliated with Leucadia,
     abstaining.
          The Trust Agreement provides that the Trustee may vote or
     act with respect to the disposition of all Common Stock held in
     the Trust as directed in a written notice jointly signed by Ian M.
     Cumming, Chairman of Leucadia, and Mr. Steinberg, each of whom is
     a beneficiary of the Trust, acting on behalf of all beneficiaries
     of the Trust.  On August 14, 1998, Leucadia announced that it had
     declared a pro rata dividend of beneficial interests in the Trust
     to its shareholders of record on August 25, 1998.  Beneficial
     interests in the Trust are not certificated, are not transferable,
     except under the laws of descent and distribution, do not have
     voting rights, are not entitled to receive dividends or interest
     and do not represent any equity interest in the Company.  

                                      5
Amended Loan Agreement

          On August 14, 1998 the Company and LFC entered into the
     Amended Loan Agreement, pursuant to which the Company and LFC
     amended the original Loan Agreement dated July 3, 1995 and
     restructured the Company's outstanding 12% Secured Convertible
     Note due 2003 ("Original Note"), which is held by LFC.  The
     restructured Note, dated August 14, 1998, is in the principal
     amount of approximately $26,462,380 (reflecting the original
     $20,000,000 principal balance of the Original Note, together with
     additions to principal resulting from accrued and unpaid interest
     thereon to the date of the restructuring), extends the maturity
     date from July 3, 2003 to December 31, 2004, reduces the interest
     rate from 12% to 6% and eliminates the convertibility feature of
     the Original Note. 
     

     Development Agreement

          The Company entered into a Development Agreement with
     Provence Hills Development Company, LLC ("Owner"), an indirect
     subsidiary of Leucadia that owns certain real property located in
     the City of San Marcos, County of San Diego, California, to
     develop a master-planned residential project ("Project") on such
     property. The Project, known as San Elijo Ranch, is intended to be
     developed into a community of approximately 3,400 homes over the
     next ten years.  
          The Development Agreement provides that the Company will act
     as the development manager ("Development Manager").  As the
     Development Manager for the Project, the Company will have

                                      6
responsibility for the overall management of the Project,
     including arranging financing for all Project costs and acting as
     the construction manager.  The Company and Owner have jointly
     agreed upon the budget for the Project as well as the Project
     schedule and development plan. 
          The Company is also required to develop a marketing plan for
     the Project to be approved by Owner and to negotiate the sale of
     portions of the Project, subject to the prior approval of Owner. 
     All sales proceeds shall belong to Owner, except that Owner shall
     pay the Company the fees described below.
          The Development Agreement provides that the Company is
     entitled to receive a project management fee, a field overhead
     fee, a marketing and advertising fee and a success fee as
     described below:
               (a)  Project Management Fee - an amount equal to 3%
     of gross revenues (as defined in the Development Agreement), minus
     any management fees paid to date or payable in the future by
     Owner.
               (b)  Field Overhead Fee - an amount equal to 2.72% of
     gross revenues, minus certain amounts incurred by Owner in
     connection with the Project.
               (c)  Marketing and Advertising Fee - an amount equal
     to 1.5% of gross revenues.
               (d)  Success Fee - a fee payable as portions of the
     Project are sold, as set forth in Section 7.6 of the Development
     Agreement.

                                      7
The Development Agreement may be terminated by Owner, upon
     sixty (60) days' notice, with or without cause and without regard
     to whether the Company is in default thereunder.
     

     Item 7.   Financial Statements and Exhibits

     (c)  The following exhibits are filed with this Report:
          10.1   Stock Purchase Agreement between HomeFed
                 Corporation and Leucadia National Corporation dated
                 as of August 14, 1998.

          10.2   Amended and Restated Loan Agreement between HomeFed
                 Corporation and Leucadia Financial Corporation
                 dated as of August 14, 1998.

          10.3   Development Management Agreement between Provence
                 Hills Development Company, LLC and HomeFed
                 Corporation.

          20     Press Release dated August 14, 1998.

                                      8
SIGNATURE
     
          Pursuant to the requirements of the Securities Exchange Act
     of 1934, the Registrant has duly caused this report to be signed
     on its behalf by the undersigned thereunto duly authorized.

                              REGISTRANT:
     
                              HOMEFED CORPORATION 
     
     
     
                                /s/ Corinne A. Maki    
                              -----------------------------
                              Corinne A. Maki, Treasurer
     
     
     
     Date:  August 28, 1998
     
                                      9