Exhibit 3.3




                    AMENDMENT TO AMENDED AND RESTATED BYLAWS
                                       OF
                               HOMEFED CORPORATION


         The undersigned does hereby certify that:

         I am the duly qualified and acting Secretary of HomeFed Corporation, a
duly organized and existing Delaware corporation (the "Corporation").

         The following is a true copy of the resolution duly adopted by the
Board of Directors (the "Board") at a meeting of the Board held on July 10,
2002, which appears in the Corporation's minute book.

         RESOLVED, that it is appropriate and in the best interest of the
Corporation to amend the first sentence of Corporations' ByLaws Article I
Section 8 to permit the Board to appoint an acting chairman in the event of the
chairman of the board's absence at a meeting of the stockholders, and such
amendment in the form set forth below be, and it hereby is, in all respects
approved and adopted.

         "Section 8. Organization. Meetings of stockholders shall be presided
         over by the chairman of the board, if any, or if none or in the
         chairman's absence, the president, if any, or if none or in the
         president's absence, a vice-president, if any, or if none or in the
         absence of a vice-president, by a chairman to be chosen by the board of
         directors; provided, however, the board of directors may, at all times
         and at its sole discretion, choose any director present at the meeting
         to preside over the meeting."

         The foregoing resolution is in conformity with the Certificate of
Incorporation and Amended and Restated ByLaws of the Corporation, has never been
modified or repealed, and is now in full force and effect.

         IN WITNESS WHEREOF, I have executed this Amendment to Amended and
Restated ByLaws and affixed the seal of the Corporation as of the 10th day of
July, 2002.



                                                     ------------------------
                                                     Corinne A. Maki
                                                     Secretary