Edgar Filing: LEUCADIA NATIONAL CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2005

REGISTRATION NO. 333-118102
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

POST-EFFECTIVE
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-------------------
LEUCADIA NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------

NEW YORK 6331 13-2615557
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

-------------------
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JOSEPH A. ORLANDO
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
WITH COPIES TO:
ANDREA BERNSTEIN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
-------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.

If only the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------

THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(C)
OF THE SECURITIES ACT OF 1933, MAY DETERMINE.

________________________________________________________________________________

EXPLANATORY NOTE

The purpose of this post-effective amendment no. 4 to the registration
statement on Form S-3 of Leucadia National Corporation (File No. 333-118102) is
to amend the table under the caption 'Selling Security Holders' to add the names
of selling security holders who have requested inclusion in the prospectus since
August 31, 2004, the date of effectiveness of the registration statement in
which the prospectus is contained. This information is provided in the
prospectus supplement included in this post-effective amendment. The information
contained in the prospectus supplement reflects a three-for-two stock split of
Leucadia's common shares effected in the form of a 50% stock dividend paid on
December 31, 2004 to holders of record of the common shares at the close of
business on December 23, 2004. You may find a copy of the prospectus that is
part of this registration statement in our filing of such prospectus pursuant to
Rule 424(b)(3) on August 31, 2004.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL SECURITIES, NOR IS IT SOLICITING OFFERS TO BUY THESE SECURITIES, IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JANUARY 28, 2005

PROSPECTUS SUPPLEMENT NO. 4
(TO PROSPECTUS DATED AUGUST 31, 2004)

LEUCADIA NATIONAL CORPORATION
[LEUCADIA LOGO]

$350,000,000
3 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2014

-------------------

This prospectus supplement updates the prospectus dated August 31, 2004,
which prospectus is included in our filing pursuant to Rule 424(b)(3) filed with
the Securities and Exchange Commission on August 31, 2004.

You should read this prospectus supplement together with the prospectus and
this prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes the
information contained in the prospectus. This prospectus supplement is not
complete without, and may not be delivered or utilized except in connection
with, the prospectus, including all amendments and supplements thereto. The
terms of the convertible debentures are set forth in the prospectus.

The prospectus relates to our $350,000,000 aggregate principal amount of
3 3/4% Convertible Senior Subordinated Notes due 2014, which we previously sold
in a private placement in reliance on an exemption from registration under the
Securities Act of 1933. The prospectus also relates to 7,619,745 common shares
issuable upon conversion of the notes held by selling securityholders, plus such
additional indeterminate number of shares as may become issuable upon conversion
of the notes by reason of adjustment to the conversion price in certain
circumstances. The information contained in this prospectus supplement reflects
a three-for-two stock split of Leucadia's common shares effected in the form of
a 50% stock dividend paid on December 31, 2004 to holders of record of the
common shares at the close of business on December 23, 2004.

-------------------

INVESTING IN THE NOTES OR OUR COMMON SHARES INVOLVES RISKS. SEE 'RISK FACTORS'
BEGINNING ON PAGE 5 OF THE PROSPECTUS.

-------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

-------------------

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 2005

The information appearing under the section entitled 'Selling Security
Holders' in the prospectus is amended and restated by the information appearing
below:

SELLING SECURITY HOLDERS

We originally sold the notes to Jefferies & Company, Inc. (which we refer to
as the initial purchaser in this prospectus) in a private placement in April
2004. The notes were immediately resold by the initial purchaser in transactions
exempt from registration under Rule 144A under the Securities Act. Selling
security holders, which term includes their transferees, pledgees, donees or
their successors, may from time to time offer and sell the notes and the common
shares into which the notes are convertible pursuant to this prospectus or any
applicable prospectus supplement.

The following table sets forth certain information concerning the principal
amount of notes beneficially owned and the number of common shares issuable upon
conversion of those notes that may be offered from time to time under this
prospectus by the selling holders named in the table. We prepared this table
based on the information supplied to us by the selling security holders named in
the table and we have not sought to verify such information. This table only
reflects information regarding selling security holders who have provided us
with such information. We expect that we will update this table as we receive
more information from holders of the notes who have not yet provided us with
their information. Any such updating will be effected through an amendment to
the registration statement of which this prospectus forms a part and not by
means of a prospectus supplement, unless otherwise permited by the SEC.

The number of common shares issuable upon conversion of the notes shown in
the table below assumes conversion of the full amount of notes held by each
selling security holder at a conversion rate of 21.7707 shares per $1,000
principal amount of notes (as adjusted to take into account the three-for-two
stock split on December 31, 2004). This conversion rate is subject to further
adjustment in certain events. Accordingly, the number of conversion shares may
increase or decrease from time to time. Because the selling security holders may
offer all or some portion of the notes or the common shares issuable upon
conversion of the notes pursuant to this prospectus, we have assumed for
purposes of the table below that the selling security holders will sell all of
the notes and all of the common shares offered by this prospectus pursuant to
this prospectus. In addition, the selling security holders identified below may
have sold, transferred or otherwise disposed of all or a portion of their notes
in transactions exempt form the registration requirements of the Securities Act
since the date on which they provided the information to us regarding their
holdings. As of January 28, 2005, we had $350,000,000 in principal amount of the
notes and 107,608,278 common shares outstanding.

The total principal amount of notes and common shares issuable upon
conversion of notes listed in the table may be more than $350,000,000 and
7,619,745 common shares, respectively, because certain of the selling security
holders may have sold, transferred or otherwise disposed of all or a portion of
their notes in transactions exempt from the registration requirements of the
Securities Act since the date on which they provided information regarding their
notes for inclusion in this table. The purchasers of such notes may have
thereafter provided information to us indicating their ownership of notes that
may already be represented in the table below. In no case will the maximum
principal amount of notes and number of common shares issuable upon conversion
of the notes that may be sold under this prospectus exceed $350,000,000 and
7,619,745 common shares, respectively.

Based on information provided by the selling security holders, none of the
selling security holders has held any position or office or has had any material
relationship with us within the past three years except as described below:

PRINCIPAL COMMON
AMOUNT SHARES
OF NOTES BENEFICIALLY CONVERSION
BENEFICIALLY PERCENTAGE OWNED COMMON
OWNED AND OF NOTES BEFORE THE SHARES
NAME OFFERED OUTSTANDING OFFERING(1) OFFERED(2)
---- ------- ----------- ----------- ----------

GLG Market Neutral Fund........................ 36,000,000 10.29% -- 783,745
UBS AG London Branch........................... 15,000,000 4.28% -- 326,560
UBS AG London -- f/b/o HFS..................... 15,000,000 4.28% -- 326,560
CALAMOS Convertible Fund-CALAMOS'r'
Investment Trust............................. 14,000,000 4.00% -- 304,789

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(table continued from previous page)

Whitebox Convertible Arbitrage Partners, LP.... $ 13,000,000 3.71% -- 283,091
Sunrise Partners Limited Partnership........... 12,450,000 3.56% -- 271,045
Nations Convertible Securities Fund............ 10,740,000 3.07% -- 233,817
The Northwestern Mutual Life Insurance
Company -- General Account(3)................ 9,200,000 2.63% -- 200,290
Nomura Securities International Inc............ 9,000,000 2.57% 103,350 195,936
Deutsche Bank Securities Inc................... 7,968,000 2.28% -- 173,468
Franklin Convertible Securities Fund........... 7,500,000 2.14% -- 163,280
FrontPoint Convertible Arbitrage Fund, L.P..... 7,500,000 2.14% -- 163,280
AG Offshore Convertibles, Ltd.................. 7,490,000 2.14% -- 163,062
Aristeia International Limited................. 7,055,000 2.01% -- 153,592
Whitebox Diversified Convertible Arbitrage
Partners LP.................................. 6,600,000 1.89% -- 143,686
Sagamore Hill Hub Fund, Ltd.................... 6,500,000 1.86% -- 141,686
Lakeshore International, Ltd................... 6,000,000 1.71% -- 130,624
Beamtenversicherungskasse des Kantons
Zuerich...................................... 5,000,000 1.43% -- 108,853
Royal Bank of Canada........................... 5,000,000 1.43% 22,659 108,853
Tribeca Investments L.T.D...................... 5,000,000 1.43% -- 108,853
State of Oregon/SAIF Corporation............... 4,950,000 1.41% -- 107,764
Context Convertible Arbitrage Offshore, Ltd.... 4,850,000 1.39% -- 105,587
Massachusetts Mutual Life Insurance Company.... 4,800,000 1.37% -- 104,499
State of Oregon/Equity......................... 4,560,000 1.30% -- 99,274
Nuveen Preferred & Convertible Fund JQC........ 4,075,000 1.16% -- 88,715
Argent Classic Convertible Arbitrage (Bermuda)
Fund Ltd..................................... 4,000,000 1.14% -- 87,082
Privilege Portfolio SICAV...................... 4,000,000 1.14% -- 87,082
Putnam Convertible Income-Growth Trust......... 4,000,000 1.14% -- 87,082
UBS O'Connor LLC f/b/o O'Connor Global
Convertible Arbitrage Master Ltd............. 4,000,000 1.14% -- 87,082
BNP Paribas Equity Strategies, SNC............. 3,677,000 1.05% 19,879 80,050
CooperNeff Convertible Strategies (Cayman)
Master Fund, LP.............................. 3,619,000 1.03% -- 78,788
Mariner LDC.................................... 3,500,000 1.00% -- 76,197
Maystone Continuum Master Fund, Ltd............ 3,500,000 1.00% -- 76,197
Boilermaker-Blacksmith Pension Trust........... 3,300,000 * -- 71,843
AG Domestic Convertibles, L.P.................. 3,210,000 * -- 69,883
Nuveen Preferred & Convertible Income Fund
JPC.......................................... 3,100,000 * -- 67,489
Argent LowLev Convertible Arbitrage Fund
Ltd.......................................... 3,000,000 * -- 65,312
Global Bermuda Limited Partnership............. 3,000,000 * -- 65,312
Mill River Master Fund, L.P.................... 3,000,000 * -- 65,312
The Dow Chemical Company Employees'
Retirement Plan.............................. 2,600,000 * -- 56,603
Citigroup Global Markets Inc................... 2,555,000 * -- 55,624
MLQA Convertible Securities Arbitrage Ltd...... 2,500,000 * -- 54,426
Plexus Fund Ltd................................ 2,500,000 * -- 54,426
C.M. Life Insurance Company.................... 2,200,000 * -- 47,895
Boilermakers Blacksmith Pension Trust.......... 2,175,000 * -- 47,351
SPT............................................ 2,100,000 * -- 45,718
Allstate Insurance Company..................... 2,000,000 * 54,750 43,541
Coastal Convertibles Ltd....................... 2,000,000 * -- 43,541
Bancroft Convertible Fund, Inc................. 2,000,000 * -- 43,541
Ellsworth Convertible Growth and Income Fund,
Inc.......................................... 2,000,000 * -- 43,541

(table continued on next page)

(table continued from previous page)

KDE Convertible Arbitrage Fund C.V............. $ 2,000,000 * -- 43,541
Peoples Benefit Life Insurance Company
TEAMSTERS.................................... 2,000,000 * -- 43,541
S.A.C. Arbitrage Fund, LLC..................... 2,000,000 * 38,170 43,541
St. Albans Partners Ltd........................ 2,000,000 * -- 43,541
Universal Investment Gesellschaft MBH, ref.
Aventis...................................... 1,900,000 * -- 41,364
Context Convertible Arbitrage Fund, L.P........ 1,825,000 * -- 39,731
Jefferies Umbrella Fund Global Convertible
Bonds........................................ 1,800,000 * -- 39,187
Arkansas PERS.................................. 1,775,000 * -- 38,642
Victus Capital, LP............................. 1,600,000 * -- 34,833
Fore Convertible Master Fund, Ltd.............. 1,545,000 * -- 33,635
Barnet Partners, Ltd........................... 1,500,000 * -- 32,656
Equity Overlay Fund............................ 1,500,000 * -- 32,656
Aristeia Trading LLC........................... 1,445,000 * -- 31,458
Union Carbide Retirement Account............... 1,400,000 * -- 30,478
Delta Airlines Master Trust.................... 1,375,000 * -- 29,934
Guggenheim Portfolio XXXI, LLC................. 1,300,000 * -- 28,301
TQA Master Plus Fund, Ltd...................... 1,271,000 * -- 27,670
KBC Financial Products USA Inc................. 1,167,000 * -- 25,406
Lyxor/Context Fund LTD......................... 1,150,000 * -- 25,036
Delaware PERS.................................. 1,025,000 * -- 22,314
Mellon HBV Master Convertible Arbitrage Fund
LP........................................... 1,020,000 * -- 22,206
Barclays Global Investors Ltd.................. 1,000,000 * -- 21,770
CNH CA Master Account, L.P..................... 1,000,000 * -- 21,770
DKR SoundShore Opportunity Holding Fund Ltd.... 1,000,000 * -- 21,770
KDC Convertible Arb Master Fund C.V............ 1,000,000 * -- 21,770
MassMutual Corporate Investors................. 1,000,000 * -- 21,770
Retail Clerks Pension Trust #2................. 1,000,000 * -- 21,770
Xavex Convertible Arbitrage 10 Fund............ 1,000,000 * -- 21,770
CODA Capital Management, LLC................... 970,000 * -- 21,117
Dorinco Reinsurance Company.................... 950,000 * -- 20,682
Singlehedge US Convertible Arbitrage Fund...... 902,000 * -- 19,637
Bernische Lehrerversicherungskasse............. 900,000 * -- 19,593
Silvercreek Limited Partnership................ 840,000 * -- 18,287
Argent Classic Convertible Arbitrage Fund
L.P.......................................... 810,000 * -- 17,634
Century National Ins. Co. Investment Grade..... 750,000 * -- 16,328
Sturgeon Limited............................... 749,000 * -- 16,306
Port Authority of Allegheny County Retirement
and Disability Allowance Plan for the
Employees Represented by Local 85 of the
Amalgamated Transit Union.................... 730,000 * -- 15,892
TQA Master Fund, Ltd........................... 726,000 * -- 15,805
Gartmore Convertible Fund...................... 700,000 * -- 15,239
Xavex -- Convertible Arbitrage 7 Fund c/o TQA
Investors, LLC............................... 680,000 * -- 14,804
Lyxor/Convertible Arbitrage Fund Limited....... 653,000 * -- 14,216
Royal Bank of Canada (Norshield)............... 650,000 * -- 14,150
Mellon HBV Master Multi-Strategy Fund LP....... 640,000 * -- 13,933
WPG Convertible Arbitrage Overseas Master
Fund......................................... 580,000 * -- 12,627
Delta Airlines Master Trust.................... 550,000 * -- 11,973
Man Mac 1 Ltd.(4).............................. 530,000 * -- 11,538
Astrazeneca Holdings Pension................... 525,000 * -- 11,429

(table continued on next page)

(table continued from previous page)

DLB High Yield Fund............................ $ 500,000 * -- 10,885
MassMutual Participation Investors............. 500,000 * -- 10,885
Millenco, L.P.................................. 500,000 * 64,500 10,885
NMIC Gartmore/CODA Convertible Portfolio....... 500,000 * -- 10,885
Yield Strategies Fund I, L.P................... 500,000 * -- 10,885
Yield Strategies Fund II, L.P.................. 500,000 * -- 10,885
Duke Endowment................................. 475,000 * -- 10,341
Silvercreek II Limited......................... 465,000 * -- 10,123
CODA-KHPE Convertible Portfolio................ 450,000 * -- 9,796
Delta Pilots Disability and Survivorship
Trust........................................ 450,000 * -- 9,796
J.A. Glynn & Co. .............................. 450,000 * -- 9,796
Alexian Brothers Medical Center................ 425,000 * -- 9,252
Louisiana Workers' Compensation Corporation.... 425,000 * -- 9,252
Genesee County Employees' Retirement System.... 400,000 * -- 8,708
NORCAL Mutual Insurance Company................ 400,000 * -- 8,708
Univar USA Inc. Retirement Account............. 400,000 * -- 8,708
Vicis Capital Master Fund...................... 400,000 * -- 8,708
ICI American Holdings Trust.................... 385,000 * -- 8,381
Macomb County Employees' Retirement System..... 360,000 * -- 7,837
Jefferies & Company, Inc....................... 350,000 * 2,250,000 7,619
US Bank FBO Benedictine Health Systems......... 350,000 * -- 7,619
National Bank of Canada........................ 350,000 * -- 7,619
American Fidelity Assurance Company............ 320,000 * -- 6,966
Aventis Pension Master Trust................... 310,000 * -- 6,748
Syngenta AG.................................... 300,000 * -- 6,531
The Northwestern Mutual Life Insurance
Company -- Group Annuity Separate
Account(5)................................... 300,000 * -- 6,531
Guggenheim Portfolio Company VIII (Cayman)
Ltd.......................................... 270,000 * -- 5,878
Gemini Sammlerstiftung zur Foerderung der
Personalvorsorge............................. 250,000 * -- 5,442
Managers Convertible Securities -- Convertible
Securities Fund.............................. 250,000 * -- 5,442
Sage Capital Management, LLC................... 250,000 * -- 5,442
Jackson County Employees' Retirement System.... 235,000 * -- 5,116
Personalfuersorgestiftung der
Gebaeudeversicherung des Kantons Bern........ 230,000 * -- 5,007
C & H Sugar Company Inc........................ 220,000 * -- 4,789
Aloha Airlines Non-Pilots Pension Trust........ 200,000 * -- 4,354
Associated Electric & Gas Insurance Services
Limited...................................... 200,000 * -- 4,354
Hawaiian Airlines Pilots Retirement Plan....... 200,000 * -- 4,354
Louisiana CCRF................................. 200,000 * -- 4,354
Mint Master Fund Ltd........................... 200,000 * -- 4,354
R&C Alternative Assets-Conv Arb................ 200,000 * -- 4,354
Newport Alternative Income Fund................ 195,000 * -- 4,245
Argent Classic Convertible Arbitrage Fund II,
L.P.......................................... 190,000 * -- 4,136
Personalvorsorge der PV Promea................. 190,000 * -- 4,136
Univest Convertible Arbitrage Fund II LTD
(Norshield).................................. 175,000 * -- 3,809
CEMEX Pension Plan............................. 160,000 * -- 3,483
Knoxville Utilities Board Retirement System.... 160,000 * -- 3,483
Fore Plan Asset Fund, Ltd...................... 155,000 * -- 3,374
Prisma Foundation.............................. 150,000 * -- 3,265
Univest Multistrategy-Conv Arb................. 150,000 * -- 3,265

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Mellon HBV Master Leveraged Multi-Strategy
Fund LP...................................... $ 140,000 * -- 3,047
The Fondren Foundation......................... 140,000 * -- 3,047
Zurich Institutional Benchmarks Master Fund,
Ltd. c/o TQA Investors, LLC.................. 140,000 * -- 3,047
Pensionkasse der EMS-Dottikon AG............... 120,000 * -- 2,612
Pensionkasse Vantico........................... 120,000 * -- 2,612
Froley Revy Investment Convertible Security
Fund......................................... 115,000 * -- 2,503
Kettering Medical Center Funded Depreciation
Account...................................... 110,000 * -- 2,394
Aloha Pilots Retirement Trust.................. 100,000 * -- 2,177
Prudential Insurance Co of America............. 100,000 * -- 2,177
LW Paxson CRUT Convertible Portfolio........... 100,000 * 2,177
Sphinx Fund c/o TQA Investors, LLC............. 100,000 * -- 2,177
Van Eck WW Absolute RTN Fund................... 100,000 * -- 2,177
LDG Limited.................................... 88,000 * -- 1.915
The Cockrell Foundation........................ 85,000 * -- 1,850
Pensionkasse der EMS-Chemie AG................. 80,000 * -- 1,741
Pensionkasse der Rockwell Automation AG........ 80,000 * -- 1,741
Pensionkasse Pluess-Staufer AG................. 70,000 * -- 1,523
Richard Mueller................................ 70,000 * -- 1,523
WPG MSA Convertible Arbitrage Fund............. 70,000 * -- 1,523
Hawaiian Airlines Employees Pension Plan-IAM... 65,000 * -- 1,415
Convertible Securities Fund.................... 60,000 * -- 1,306
Pensionkasse der Antalis AG.................... 60,000 * -- 1,306
Port Authority of Allegheny County Consolidated
Trust Fund................................... 60,000 * -- 1,306
James Mellor Trust............................. 50,000 * -- 1,088
OCLC Online Computer Library Center Inc........ 50,000 * -- 1,088
Lexington Vantage Fund c/o TQA Investors,
LLC.......................................... 14,000 * -- 304
Hawaiian Airlines Pension Plan for Salaried
Employee's................................... 10,000 * -- 217
MSS Convertible Arbitrage I c/o TWA Investors,
LLC.......................................... 5,000 * -- 108

---------

* Less than one percent.

(1) Figures in this column do not include the common shares
issuable upon conversion of the notes listed in the column
to the right.

(2) Figures in this column represent the number of common shares
issuable upon conversion of all of the notes owned by the
security holders based on a conversion rate of 21.7707
shares per $1,000 principal amount of notes. This conversion
rate is subject to adjustment as described under
'Description of Notes -- Conversion.' Accordingly, the
number of our common shares to be sold may increase or
decrease from time to time. Fractional shares will not be
issued upon conversion of the notes. Cash will be paid
instead of fractional shares, if any.

(3) Northwestern Investment Management Company, LLC, a wholly
owned company of the selling security holder, is the
investment advisor for the selling security holder with
respect to the securities being registered for the selling
security holder. Northwestern Investment Management Company,
LLC may therefore be deemed to be an indirect beneficial
owner with shared voting power/investment power with respect
to these securities.
Mason Street Advisors, LLC, a wholly owned subsidiary of the
selling security holder, is an investment advisor to the
selling security holder's affiliated entities, and therefore
may be deemed to be the indirect beneficial owner with
shared voting power/investment power of the common shares
currently held by: (1) Mason Street Funds, Inc. (17,100
shares/Index 400 Stock Fund) and (2) Northwestern Mutual
Series Fund, Inc. (36,150 shares/Index 400 Stock Portfolio).
These shares are not included in the table.

(4) The selling security holder is controlled by Man-Diversified
Fund II Ltd. The manager shares of Man-Diversified Fund II
Ltd. are owned 75% by Albany Management Company Limited and
25% by Man Holdings Limited. The registered shareholder of
Albany Management Company Limited is Argonaut Limited, a
Bermuda company which is controlled by Michael Collins, a
resident of Bermuda. Man Holdings Limited is a subsidiary of
Man Group plc, which is a public company listed on the
London Stock Exchange.

(5) Northwestern Investment Management Company, LLC, a wholly
owned company of the selling security holder, is the
investment advisor for the selling security holder for its
Group Annuity Separate Account with respect to these
securities. Northwestern Investment Management Company, LLC
therefore may be deemed to be an indirect beneficial owner
with shared voting power/investment power with respect to
such securities.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by the
registrant in connection with the resales of the securities to be registered,
other than underwriting commissions. All amounts shown are estimates except the
SEC registration statement filing fee. The selling security holders will pay
none of the expenses listed below:

AMOUNT TO
BE PAID
---------

SEC registration statement filing fee....................... $ 44,345
Printing fees and expenses.................................. 20,000
Legal fees and expenses..................................... 70,000
Accounting fees and expenses................................ 50,000
Other....................................................... 15,655
--------
Total............................................... $200,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant is a New York corporation. Sections 722 through 725 of the
New York Business Corporation Law (the 'Business Corporation Law') provide that
a corporation may indemnify, with certain limitations and exceptions, a director
or officer as follows: (1) in a derivative action, against his reasonable
expenses, including attorneys' fees but excluding certain settlement costs,
actually and necessarily incurred by him in connection with the defense thereof,
or an appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in (or in the case of service for
another corporation, not opposed to) the best interests of the corporation; and
(2) in a civil or criminal non-derivative action or proceeding including a
derivative action by another corporation, partnership or other enterprise in
which any director or officer of the indemnifying corporation served in any
capacity at the indemnifying corporation's request, against judgments, fines,
settlement payments and reasonable expenses, including attorneys' fees, incurred
as a result thereof, or any appeal therein, if such director or officer acted in
good faith, for a purpose which he reasonably believed to be in (or, in the case
of service for any other corporation, not opposed to) the best interests of the
corporation and, in criminal actions and proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful. Such indemnification
is a matter of right where the director or officer has been successful on the
merits or otherwise, and otherwise may be granted upon corporate authorization
or court award as provided in the statute.

Section 721 of the Business Corporation Law provides that indemnification
arrangements can be established for directors and officers, by contrast, by-law,
charter provision, action of shareholders or board of directors, on terms other
than those specifically provided by Article 7 of the Business Corporation Law,
provided that no indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to the director or
officer establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Article V of the Company's
By-Laws provides for the indemnification, to the full extent authorized by law,
of any person made or threatened to be made a party in any civil or criminal
action or proceeding by reason of the fact that he, his testator or intestate is
or was a director or officer of the Company.

Section 726 of the Business Corporation Law provides that a corporation may
obtain insurance to indemnify itself and its directors and officers. The Company
maintains an insurance policy providing both directors and officers liability
coverage and corporate reimbursement coverage.

Article Sixth of the Company's Certificate of Incorporation contains a
charter provision eliminating or limiting director liability for monetary
damages arising from breaches of fiduciary duty, subject only to certain
limitations imposed by statute.

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ITEM 16. EXHIBITS.

(a)

EXHIBIT
NUMBER DESCRIPTION
------ -----------

4.1 -- Specimen Common Share certificate.*

4.2 -- Indenture, dated as of April 29, 2004 between Registrant
and HSBC Bank USA with respect to Registrant's 3 3/4%
Convertible Senior Subordinated Notes due 2014.*

4.3 -- Registration Rights Agreement, dated as of April 29,
2004, between Registrant and Jefferies & Company, Inc.,
with respect to Registrant's 3 3/4% Convertible Senior
Subordinated Notes due 2014.*

4.4 -- Form of 3 3/4% Convertible Senior Subordinated Note
(included in Exhibit 4.2).

5.1 -- Opinion of Weil, Gotshal & Manges LLP.*

12.1 -- Computation of Ratio of Earnings to Fixed Charges.*

23.1 -- Consent of PricewaterhouseCoopers LLP, independent
registered public accountants of the Registrant.*

23.2 -- Consent of PricewaterhouseCoopers, independent auditors
of Olympus Re Holdings, Ltd.*

23.3 -- Consent of Ernst & Young LLP, independent auditors of
Berkadia LLC.*

23.4 -- Consent of Ernst & Young LLP, independent registered
public accountants of WilTel Communications Group, Inc.*

23.5 -- Consent of Ernst & Young LLP, independent auditors of The
FINOVA Group Inc.*

23.6 -- Consent of KPMG LLP, independent registered public
accountants of Jefferies Partners Opportunity Fund II,
LLC.*

23.7 -- Consent of BDO Seidman, LLP, independent registered
public accountants of EagleRock Capital Partners (QP), LP
and EagleRock Master Fund.*

23.8 -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5.1).

24.1 -- Power of Attorney.*

25.1 -- Form T-1 statement of eligibility under the Trust
Indenture Act of 1939 of HSBC Bank USA, as trustee.*

---------

* Previously filed.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

a. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

b. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement;

c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

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provided, however, that clauses (a) and (b) do not apply if the information
required to be included in a post-effective amendment by such clauses is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of each
registrant pursuant to the foregoing provisions or otherwise, each registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by each registrant of expenses incurred
or paid by a director, officer or controlling person of such registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance on Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective;

2. For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ('Act') in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 28th day of January, 2005.

LEUCADIA NATIONAL CORPORATION

By: /S/ BARBARA L. LOWENTHAL
..................................
BARBARA L. LOWENTHAL
VICE PRESIDENT AND COMPTROLLER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons on
behalf of Leucadia National Corporation and in the capacities and on the dates
indicated.

NAME TITLE DATE
---- ----- ----

* Chairman of the Board January 28, 2005
......................................... (Principal Executive Officer)
(IAN M. CUMMING)

* President and Director January 28, 2005
......................................... (Principal Executive Officer)
(JOSEPH S. STEINBERG)

* Vice President and Chief Financial January 28, 2005
......................................... Officer
(JOSEPH A. ORLANDO) (Principal Financial Officer)

BARBARA L. LOWENTHAL Vice President and Comptroller January 28, 2005
......................................... (Principal Accounting Officer)
(BARBARA L. LOWENTHAL)

* Director January 28, 2005
.........................................
(PAUL M. DOUGAN)

* Director January 28, 2005
.........................................
(LAWRENCE D. GLAUBINGER)

* Director January 28, 2005
.........................................
(ALAN J. HIRSCHFIELD)

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NAME TITLE DATE
---- ----- ----

* Director January 28, 2005
.........................................
(JAMES E. JORDAN)

* Director January 28, 2005
.........................................
(JEFFREY C. KEIL)

* Director January 28, 2005
.........................................
(JESSE CLYDE NICHOLS, III)

*By /s/ BARBARA L. LOWENTHAL
......................................
ATTORNEY-IN-FACT

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EXHIBIT INDEX