Exhibit 3.4




                         CERTIFICATE OF AMENDMENT OF THE

                          CERTIFICATE OF INCORPORATION
                                       OF

                               HOMEFED CORPORATION
            Under Section 242 of the Delaware General Corporation Law

                  Pursuant to the provisions of Section 242 of the Delaware
General Corporation Law, the undersigned hereby certify:

     1.   The   name   of  the   corporation   is   HOMEFED   CORPORATION   (the
          "Corporation").

     2.   The date of filing of the original Certificate of Incorporation of the
          Corporation  with the Department of State of the State of Delaware was
          June 6, 1988.

     3.   The Restated Certificate of Incorporation of the Corporation is hereby
          amended as follows:

          A.   The first  paragraph of ARTICLE 4 of the Restated  Certificate of
               Incorporation  is  hereby  amended  to  read in its  entirety  as
               follows:

     "The  total  number of shares of stock  that this  Corporation  shall  have
authority to issue is two hundred fifty million (250,000,000), which stock shall
be common  stock,  par value $.01 per share,  with  limited  transferability  as
described  in part B of this  Article 4.  Issuance of  authorized  stock by this
Corporation shall be limited as described in part A of this Article 4."

In all other respects, the Restated Certificate of Incorporation shall remain
unchanged.

     4.   This  Certificate of Amendment of the Certificate of  Incorporation of
          the  Corporation  was  authorized by vote of the Board of Directors on
          May 30, 2002 and  approved  by vote of a majority  of all  outstanding
          shares entitled to vote at the annual meeting of shareholders  held on
          July 10, 2002.

                  IN WITNESS WHEREOF, we have signed this Certificate of
Amendment of the Certificate of Incorporation of HomeFed Corporation on the 10th
day of July, 2002 and we affirm the statements contained herein as true, under
penalties of perjury.




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                                 Erin N. Ruhe, Vice President and Controller


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                                 Corinne A. Maki, Secretary