HOMEFED CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>jd10_21ex10-4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

                                                                 Exhibit 10.4 to
                                                                        Form 8-K


             SECOND AMENDED AND RESTATED VARIABLE RATE SECURED NOTE
                              DUE DECEMBER 31, 2007

                                                            Salt Lake City, Utah
                                                                 October 9, 2002

                     For value received, the undersigned HomeFed corporation,  a
Delaware corporation ("Borrower"),  unconditionally promises to pay to the order
of Leucadia Financial Corporation,  a Utah corporation  ("Lender"),  at Lender's
principal  place of  business  or at such other  place as may be  designated  in
writing  by Lender,  in lawful  money of the  United  States of  America  and in
immediately available funds, the principal sum of $26,462,381.64 plus interest.

                     This Note is made pursuant to that certain  Second  Amended
and Restated Loan  Agreement of even date herewith  between  Borrower and Lender
("Loan  Agreement").  Capitalized  terms not otherwise defined herein shall have
the  meanings  set forth in the Loan  Agreement.  Interest on this Note shall be
payable in accordance with the terms of the Loan Agreement. This Note is due and
payable on December 31, 2007. There are no conversion rights under this Note.

                     This  Note  amends  and  restates  and is being  issued  in
substitution for, but is not in payment or satisfaction of, the Note dated as of
August 14,  1998 (the  "Original  Note") in the  aggregate  principal  amount of
TWENTY SIX MILLION FOUR HUNDRED SIXTY TWO THOUSAND  THREE HUNDRED EIGHTY ONE AND
64/100  DOLLARS  ($26,462,381.64),  such  Original  Note  having  been issued in
connection with the First Amended and Restated Loan Agreement.

                  This Note is secured by, among other things, the following:

                     (i) that certain Security  Agreement and Stock Pledge dated
July 3, 1995, executed by Borrower;

                     (ii) that certain Payment Guaranty dated July 3, 1995,
executed by HomeFed Communities, Inc., a California corporation ("HomeFed
Communities"), which Payment Guaranty is secured by a Security Agreement of even
date herewith, executed by HomeFed Communities;

                     (iii) that  certain  Payment  Guaranty  dated July 3, 1995,
executed by HomeFed Resources  Corporation,  a California  corporation ("HomeFed
Resources"),  which Payment Guaranty is secured by a Security  Agreement of even
date herewith, executed by HomeFed Resources; and

                     (iv) that certain Payment  Guaranty and Deed of Trust dated
July 3, 1995, each executed by Paradise  Valley  Communities No. I, a California
general partnership (and related financing statements).

<PAGE>

                     If an Event of Default shall occur and be continuing, all
Principal and all interest accrued and other amounts due hereunder may be
declared due and payable in the manner and with the effect provided in the Loan
Agreement.

                     If any attorney is engaged by Lender to enforce or defend
any provision of this Note or the Loan Agreement, or as a consequence of any
Default, with or without the filing of any legal action or proceeding, then
Borrower shall pay to Lender immediately upon demand reasonable attorneys' fees
and costs incurred by Lender in connection therewith, together with interest
thereon from the date of such demand until paid at the rate of interest
applicable to the Principal as if such unpaid attorneys' fees and costs had been
added to Principal.

                     No previous waiver and no failure or delay by Lender in
acting with respect to the terms of this Note or the Loan Agreement shall
constitute a waiver of any breach, default, or failure of condition under this
Note or the Loan Agreement. A waiver of any term of this Note or the Loan
Agreement must be made in writing and shall be limited to the express written
terms of such waiver. In the event of any inconsistencies between the terms of
this Note and the terms of any other document related to the Loan, the terms of
the Loan Agreement and this Note shall prevail.

                     Except as may otherwise be provided in the Loan Agreement,
Borrower waives: presentment; demand; notice of dishonor; notice of default or
delinquency; notice of acceleration; notice of protest and nonpayment; notice of
costs, expenses or losses and interest thereon; notice of late charges; and
diligence in taking any action to collect any sums owing under this Note or in
proceeding against any of the rights or interests in or to properties, if any,
securing payment of this Note.

                     Time is of the essence with respect to every provision
hereof. This Note shall be construed and enforced in accordance with the
internal laws of the State or Utah, except to the extent that Federal laws
preempt the laws of the State of Utah.

                     Any legal action or proceeding with respect to this Note or
any document related hereto may be brought in the courts of the State of Utah or
of the United States of America for the District of Utah, and, by execution and
delivery of this Note, the Borrower hereby accepts for itself and in respect of
its Property, generally and unconditionally, the jurisdiction of the aforesaid
courts. The Borrower hereby irrevocably waives any objection, including, without
limitation, any objection to the laying of venue or based on the ground of forum
non conveniens, which Borrower may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions.


                                       2
<PAGE>


                     The Borrower irrevocably consents to the service of process
of any of the aforesaid courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, to the
Borrower at its address provided in the Loan Agreement.

                     Nothing contained in this Note shall affect the right of
Lender to serve process in any other manner permitted by law or commence legal
proceedings or otherwise proceed against the Borrower in any other jurisdiction.

                                   BORROWER:
                                   HomeFed Corporation,
                                   a Delaware Corp.
                                   By:  /s/ Paul J. Borden
                                        ---------------------------
                                        Name: Paul J. Borden
                                        Title: President

                                   Address:  529 East South Temple
                                             Salt Lake City, UT  84012
                                             Telecopier:   (801-524-1751)
                                             Telephone:    (801-521-1049)










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</DOCUMENT>
