Construction

                               HOMEFED CORPORATION

                             AUDIT COMMITTEE CHARTER

This Charter is intended as a component of the flexible framework within which
the Board of Directors of the Company (the "Board"), assisted by its committees,
directs the affairs of the Company. While it should be interpreted in the
context of all applicable laws, regulations and listing requirements, as well as
in the context of the Company's Certificate of Incorporation and Bylaws, it is
not intended to establish by its own force any legally binding obligations. . . .

AUDIT COMMITTEE CHARTER
(Vulcan Materials Company)