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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000811/0000096223-00-000004/0000096223-00-000004.txt : 20000921
<SEC-HEADER>0000096223-00-000004.hdr.sgml : 20000921
ACCESSION NUMBER:		0000096223-00-000004
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEUCADIA NATIONAL CORP
		CENTRAL INDEX KEY:			0000096223
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6331
]		IRS NUMBER:				132615557
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-05721
			FILM NUMBER:		693240
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		315 PARK AVE S
				CITY:			NEW YORK
				STATE:			NY
				ZIP:			10010
				BUSINESS PHONE:		2124601900
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		315 PARK AVENUE SOUTH
					CITY:			NEW YORK
					STATE:			NY
					ZIP:			10010
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	TALCOTT NATIONAL CORP
						DATE OF NAME CHANGE:	19800603
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>10-Q FOR PERIOD ENDED 06/30/00
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended June 30, 2000

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from         to

                          Commission File Number 1-5721

                          LEUCADIA NATIONAL CORPORATION
             (Exact name of registrant as specified in its Charter)

           New York                                      13-2615557
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                       Identification Number)


              315 Park Avenue South, New York, New York 10010-3607
               (Address of principal executive offices) (Zip Code)

                                 (212) 460-1900
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)
               --------------------------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   YES [X]    NO [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                   YES [ ]    NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's classes of common stock, at August 4, 2000: 55,296,728.





<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
(Dollars in thousands, except par value)
<TABLE>
<CAPTION>
                                                                                                        June 30,        December 31,
                                                                                                          2000               1999
                                                                                                     --------------      -----------
                                                                                                      (Unaudited)

<S>                                                                                                        <C>               <C>
ASSETS
Investments:
  Available for sale (aggregate cost of $1,013,803 and $945,227)                                      $ 1,049,855       $   944,667
  Trading securities (aggregate cost of $167,617 and $138,679)                                            165,241           168,285
  Held to maturity (aggregate fair value of $20,219 and $23,983)                                           20,607            24,403
  Other investments, including accrued interest income                                                     33,639            33,138
                                                                                                       ----------        -----------
      Total investments                                                                                 1,269,342         1,170,493
Cash and cash equivalents                                                                                 137,346           296,058
Reinsurance receivables, net                                                                               35,598            38,086
Trade, notes and other receivables, net                                                                   995,480           876,411
Prepaids and other assets                                                                                 406,850           418,447
Property, equipment and leasehold improvements, net                                                       188,908           184,850
Deferred policy acquisition costs                                                                          12,986            11,845
Investments in associated companies                                                                       177,658            74,037
                                                                                                      -----------       -----------

              Total                                                                                   $ 3,224,168       $ 3,070,227
                                                                                                      ===========       ===========

LIABILITIES
Customer banking deposits                                                                             $   417,495       $   329,301
Trade payables and expense accruals                                                                       264,417           292,677
Other liabilities                                                                                          82,418            79,076
Income taxes payable                                                                                      117,447           113,391
Deferred tax liability                                                                                     52,380            30,423
Policy reserves                                                                                           373,148           443,042
Unearned premiums                                                                                          66,427            61,916
Debt, including current maturities                                                                        587,153           483,309
                                                                                                      -----------       -----------
      Total liabilities                                                                                 1,960,885         1,833,135
                                                                                                      -----------       -----------
Minority interest                                                                                          16,370            16,904
                                                                                                      -----------       -----------
Company-obligated mandatorily redeemable preferred securities of subsidiary
  trust holding solely subordinated debt securities of the Company                                         98,200            98,200
                                                                                                      -----------       -----------

SHAREHOLDERS' EQUITY
Common shares, par value $1 per share, authorized 150,000,000 shares;
  55,296,728 and 56,801,728 shares issued and outstanding, after
  deducting 63,116,263 and 61,611,263 shares held in treasury                                              55,297            56,802
Additional paid-in capital                                                                                 54,340            84,929
Accumulated other comprehensive income (loss)                                                              14,140            (9,578)
Retained earnings                                                                                       1,024,936           989,835
                                                                                                      -----------       -----------
      Total shareholders' equity                                                                        1,148,713         1,121,988
                                                                                                      -----------       -----------
              Total                                                                                   $ 3,224,168       $ 3,070,227
                                                                                                      ===========       ===========
</TABLE>


             See notes to interim consolidated financial statements.

                                       -1-

<PAGE>



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
For the periods ended June 30, 2000 and 1999
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>


                                                                                       For the Three Month       For the Six Month
                                                                                      Period Ended June 30,    Period Ended June 30,
                                                                                      ---------------------    ---------------------
                                                                                        2000         1999        2000        1999
                                                                                      --------     --------    --------   ---------
<S>                                                                                      <C>         <C>          <C>         <C>

REVENUES:
   Insurance revenues and commissions                                                $  28,208   $  38,658    $  56,174   $  85,402
   Manufacturing                                                                        17,477      16,487       35,072      30,337
   Finance                                                                              20,841      10,663       39,142      20,453
   Investment and other income                                                          59,501      68,025      119,919     299,640
   Equity in income (losses) of associated companies                                     6,526        (514)       9,835      (3,590)
   Net securities gains                                                                  4,382       6,078       33,748       5,740
                                                                                     ---------   ---------    ---------   ---------
                                                                                       136,935     139,397      293,890     437,982
                                                                                     ---------   ---------    ---------   ---------
EXPENSES:
   Provision for insurance losses and policy benefits                                   26,063      35,535       51,662      75,177
   Amortization of deferred policy acquisition costs                                     7,079       8,301       13,015      18,534
   Manufacturing cost of goods sold                                                     10,492      10,030       21,439      19,067
   Interest                                                                             15,143      14,217       28,297      27,906
   Salaries                                                                             15,461      10,626       30,685      21,142
   Selling, general and other expenses                                                  46,985      34,827       91,797      70,855
                                                                                     ---------   ---------    ---------   ---------
                                                                                       121,223     113,536      236,895     232,681
                                                                                     ---------   ---------    ---------   ---------
      Income from continuing operations before income taxes, minority expense
       of trust preferred securities and extraordinary gain (loss)                      15,712      25,861       56,995     205,301
                                                                                     ---------   ---------    ---------   ---------
Income taxes:
  Current                                                                                4,073         184       13,545      20,054
  Deferred                                                                                 731       8,979        6,150      18,954
                                                                                     ---------   ---------    ---------   ---------
                                                                                         4,804       9,163       19,695      39,008
                                                                                     ---------   ---------    ---------   ---------
      Income from continuing operations before minority expense of
       trust preferred securities and extraordinary gain (loss)                         10,908      16,698       37,300     166,293
Minority expense of trust preferred securities, net of taxes                             1,380       1,380        2,761       2,761
                                                                                     ---------   ---------    ---------   ---------
      Income from continuing operations before extraordinary gain (loss)                 9,528      15,318       34,539     163,532

Income from discontinued operations, net of taxes                                         --           518         --         8,619
                                                                                     ---------   ---------    ---------   ---------
      Income before extraordinary gain (loss)                                            9,528      15,836       34,539     172,151
Extraordinary gain (loss) from early extinguishment of debt,
 net of income tax expense (benefit) of $316 and $(1,394)                                 --        (2,588)         562      (2,588)
                                                                                     ---------   ---------    ---------   ---------

       Net income                                                                    $   9,528   $  13,248    $  35,101   $ 169,563
                                                                                     =========   =========    =========   =========

Basic earnings (loss) per common share:
   Income from continuing operations before extraordinary gain (loss)                $     .17   $     .25    $     .62   $    2.69
   Income from discontinued operations                                                    --           .01         --           .14
   Extraordinary gain (loss)                                                              --          (.04)         .01        (.04)
                                                                                     ---------   ---------    ---------   ---------
       Net income                                                                    $     .17   $     .22    $     .63   $    2.79
                                                                                     =========   =========    =========   =========

Diluted earnings (loss) per common share:
   Income from continuing operations before extraordinary gain (loss)                $     .17   $     .25    $     .62   $    2.69
   Income from discontinued operations                                                    --           .01         --           .14
   Extraordinary gain (loss)                                                              --          (.04)         .01        (.04)
                                                                                     ---------   ---------    ---------   ---------
       Net income                                                                    $     .17   $     .22    $     .63   $    2.79
                                                                                     =========   =========    =========   =========
</TABLE>

             See notes to interim consolidated financial statements.

                                       -2-

<PAGE>



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the six months ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>

                                                                                                         2000               1999
                                                                                                         ----               ----
                                                                                                              (In thousands)

<S>                                                                                                       <C>                <C>  >
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                                            $   35,101        $   169,563
Adjustments to reconcile net income to net cash provided by (used for) operations:
 Extraordinary (gain) loss, net of taxes                                                                    (562)             2,588
 Provision for deferred income taxes                                                                       6,150             18,954
 Depreciation and amortization of property, equipment and leasehold improvements                           9,401              7,186
 Other amortization                                                                                       15,034             15,599
 Provision for doubtful accounts                                                                          14,157              5,730
 Net securities (gains)                                                                                  (33,748)            (5,740)
 Equity in (income) losses of associated companies                                                        (9,835)             3,590
 (Gain) on disposal of real estate, property and equipment                                               (22,304)           (26,457)
 (Gain) on sales of PIB, Caja and S&H in 1999                                                               --             (169,063)
 Investments classified as trading, net                                                                  (10,247)           (11,925)
 Deferred policy acquisition costs incurred and deferred                                                 (14,156)           (15,598)
 Net change in:
   Reinsurance receivables                                                                                 2,488                324
   Trade, notes and other receivables                                                                    (11,083)            10,181
   Prepaids and other assets                                                                               4,055             19,820
   Net assets of discontinued operations                                                                    --               20,399
   Trade payables and expense accruals                                                                   (28,913)            17,616
   Other liabilities                                                                                      (2,279)            (6,655)
   Income taxes payable                                                                                    4,056             37,263
   Policy reserves                                                                                       (69,894)           (55,614)
   Unearned premiums                                                                                       4,511            (16,051)
 Other                                                                                                     6,263             11,791
                                                                                                      ----------        -----------
  Net cash provided by (used for) operating activities                                                  (101,805)            33,501
                                                                                                      ----------        -----------

NET CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate, property, equipment and leasehold improvements                               (36,425)           (91,927)
Proceeds from disposals of real estate, property and equipment                                            48,814            101,616
Proceeds from sales of PIB, Caja and S&H in 1999                                                            --              165,851
Advances on loan receivables                                                                            (167,155)           (77,650)
Principal collections on loan receivables                                                                 70,838             45,264
Advances on notes receivables                                                                            (30,450)              --
Collections on notes receivables                                                                           3,897              4,233
Investments in associated companies                                                                     (107,520)           (18,290)
Distributions from associated companies                                                                   13,943              5,782
Purchases of investments (other than short-term)                                                        (632,702)        (1,198,217)
Proceeds from maturities of investments                                                                   39,473            848,508
Proceeds from sales of investments                                                                       581,160            979,704
                                                                                                     -----------        -----------
  Net cash provided by (used for) investing activities                                                  (216,127)           764,874
                                                                                                     -----------        -----------

NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings                                                                       30,350             80,202
Net change in customer banking deposits                                                                   85,694             29,488
Issuance of long-term debt                                                                               100,000               --
Reduction of long-term debt                                                                              (17,734)          (200,247)
Purchase of common shares for treasury                                                                   (32,094)           (64,463)
Dividends paid                                                                                              --             (722,178)
                                                                                                     -----------        -----------
  Net cash provided by (used for) financing activities                                                   166,216           (877,198)
                                                                                                     -----------        -----------
Effect of foreign exchange rate changes on cash                                                           (6,996)            (7,804)
                                                                                                     -----------        -----------
  Net (decrease) in cash and cash equivalents                                                           (158,712)           (86,627)
Cash and cash equivalents at January 1,                                                                  296,058            459,690
                                                                                                     -----------        -----------
Cash and cash equivalents at June 30,                                                                $   137,346        $   373,063
                                                                                                     ===========        ===========

</TABLE>
           See notes to interim consolidated financial statements.

                                       -3-

<PAGE>



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated  Statements of Changes in Shareholders' Equity
For the six months ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>




                                                   Common                           Accumulated
                                                   Shares         Additional          Other
                                                   $1 Par           Paid-In        Comprehensive       Retained
                                                   Value            Capital         Income (Loss)      Earnings          Total
                                                 ----------       -----------      --------------      --------          -----
                                                                                   (In thousands)

<S>                                                  <C>             <C>                  <C>             <C>              <C>

Balance, January 1, 1999                          $61,985          $205,227          $    (771)       $1,586,718       $1,853,159
                                                                                                                       ----------
Comprehensive income:
   Net change in unrealized gain (loss)
    on investments                                                                       3,345                              3,345
   Net change in unrealized foreign
    exchange gain (loss)                                                                (2,261)                            (2,261)
   Net income                                                                                            169,563          169,563
                                                                                                                       ----------
     Comprehensive income                                                                                                 170,647
                                                                                                                       ----------
Purchase of stock for treasury                     (2,301)          (62,162)                                              (64,463)
Dividends                                                                                               (722,178)        (722,178)
                                                  -------          --------          ---------        ----------       ----------

Balance, June 30, 1999                            $59,684          $143,065          $     313        $1,034,103       $1,237,165
                                                  =======          ========          =========        ==========       ==========


Balance, January 1, 2000                          $56,802          $ 84,929          $  (9,578)       $  989,835       $1,121,988
                                                                                                                       ----------
Comprehensive income:
   Net change in unrealized gain (loss)                                                 26,736                             26,736
    on investments
   Net change in unrealized foreign
    exchange gain (loss)                                                                (3,018)                            (3,018)
   Net income                                                                                             35,101           35,101
                                                                                                                       ----------
     Comprehensive income                                                                                                  58,819
                                                                                                                       ----------
Purchase of stock for treasury                     (1,505)          (30,589)                                              (32,094)
                                                  -------          --------          ---------        ----------       ----------

Balance, June 30, 2000                            $55,297          $ 54,340          $  14,140        $1,024,936       $1,148,713
                                                  =======          ========          =========        ==========       ==========
</TABLE>




             See notes to interim consolidated financial statements.

                                       -4-

<PAGE>



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements

1.   The unaudited interim consolidated financial statements,  which reflect all
     adjustments  (consisting  only of normal  recurring  items) that management
     believes necessary to present fairly results of interim operations,  should
     be read in conjunction with the Notes to Consolidated  Financial Statements
     (including the Summary of Significant  Accounting Policies) included in the
     Company's  audited  consolidated  financial  statements  for the year ended
     December 31, 1999,  which are included in the Company's Annual Report filed
     on Form 10-K for such year (the "1999  10-K").  Results of  operations  for
     interim  periods  are not  necessarily  indicative  of  annual  results  of
     operations.  The  consolidated  balance  sheet  at  December  31,  1999 was
     extracted from the audited annual financial statements and does not include
     all disclosures  required by generally accepted  accounting  principles for
     annual financial statements.

     Certain  amounts for prior periods have been  reclassified to be consistent
     with the 2000 presentation.

2.   Certain information concerning the Company's segments for the six and three
     month periods ended June 30, 2000 and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                      For the Three Month        For the Six Month
                                                                                     Period Ended June 30,     Period Ended June 30,
                                                                                     ---------------------     ---------------------
                                                                                       2000         1999          2000       1999
                                                                                       ----         ----          ----       ----
      <S>                                                                               <C>           <C>         <C>         <C>

     Revenues:
      Property and casualty insurance                                               $  38,033    $  47,675    $  75,354   $ 107,549
      Banking and lending                                                              25,496       11,860       48,628      22,813
      Foreign real estate                                                               8,408       22,946       15,439      35,694
      Manufacturing                                                                    17,477       16,488       35,074      30,338
      Other operations (a)                                                             24,406       11,822       50,309     193,408
                                                                                    ---------    ---------    ---------   ---------
       Total revenue for reportable segments                                          113,820      110,791      224,804     389,802
      Equity in associated companies                                                    6,526         (514)       9,835      (3,590)
      Corporate (b)                                                                    16,589       29,120       59,251      51,770
                                                                                    ---------    ---------    ---------   ---------

       Total consolidated revenues                                                  $ 136,935    $ 139,397    $ 293,890   $ 437,982
                                                                                    =========    =========    =========   =========

     Income (loss) from continuing operations before income taxes, minority
      expense of trust preferred securities and extraordinary gain (loss):
      Property and casualty insurance                                               $  (3,056)   $  (4,675)   $  (4,520)  $  (2,963)
      Banking and lending                                                               3,109        3,108        4,654       5,845
      Foreign real estate                                                               2,518       15,084        3,285      18,158
      Manufacturing                                                                     3,783        3,394        6,899       5,097
      Other operations (a)                                                              9,639        4,368       21,385     177,255
                                                                                    ---------    ---------    ---------   ---------
       Total  income  from  continuing  operations  before  income  taxes,
        minority expense of trust preferred securities and extraordinary
        gain (loss) for reportable segments                                            15,993       21,279       31,703     203,392
      Equity in associated companies                                                    6,526         (514)       9,835      (3,590)
      Corporate (b)                                                                    (6,807)       5,096       15,457       5,499
                                                                                    ---------    ---------    ---------   ---------
       Total consolidated income from continuing operations before
        income axes, minority expense of trust preferred securities
        and extraordinary gain (loss)                                               $  15,712    $  25,861    $  56,995   $ 205,301
                                                                                    =========    =========    =========   =========
</TABLE>


                                       -5-

<PAGE>



Notes to Interim Consolidated Financial Statements, continued

     (a)  Includes pre-tax gains on sale of Caja de Ahorro y Seguro S.A.("Caja")
          ($120,793,000),  The  Sperry  and  Hutchinson  Company,  Inc.  ("S&H")
          ($18,725,000)  and Pepsi International Bottlers ("PIB")  ($29,545,000)
          for the six month period  ended June 30, 1999, as more fully discussed
          in the 1999 10-K.

     (b)  Includes a pre-tax gain of  approximately  $24,600,000  on the sale of
          Jordan Telecommunication Products, Inc. for the six month period ended
          June 30, 2000.

3.   In  January  2000,  the  Company  sold its 10%  equity  interest  in Jordan
     Telecommunication  Products,  Inc. for $27,000,000.  The Company recorded a
     pre-tax  gain of  approximately  $24,600,000  in the six month period ended
     June 30, 2000.  Further  consideration of  approximately  $7,500,000 may be
     received upon the favorable resolution of certain contingencies.

4.   The Company  repurchased  1,505,000  Common Shares for an aggregate cost of
     approximately  $32,094,000 from January 1, 2000 through August 4, 2000. The
     Company is currently  authorized  to  repurchase  an  additional  4,495,000
     Common Shares,  after  considering all repurchases  through August 4, 2000.
     Such  purchases  may be made from time to time in the open market,  through
     block  trades  or  otherwise.  Depending  on  market  conditions  and other
     factors,  such  purchases may be commenced or suspended at any time without
     prior notice.

5.   During  the six  months  ended  June 30,  2000,  Compagnie  Fonciere  FIDEI
     ("Fidei"),  the  Company's  foreign  real  estate  subsidiary,  repurchased
     approximately $10,200,000 (approximately 10,700,000 Euros) principal amount
     of its Euro denominated  debt and recognized an  extraordinary  gain on its
     extinguishment of $562,000, net of taxes.

6.   In June 2000, the Company replaced its  $100,000,000  unsecured bank credit
     facility with a new unsecured bank credit facility of  $152,500,000,  which
     bears interest based on the Eurocurrency Rate or the prime rate and matures
     in June 2003.  As of June 30, 2000,  $100,000,000  was borrowed  under this
     bank credit facility.

7.   During  the second  quarter  of 2000,  pursuant  to  shareholder  approval,
     warrants  to  purchase  400,000  Common  Shares  were issued to each of the
     Company's Chairman and President.  The warrants are exercisable through May
     15,  2005 at an  exercise  price of $23.95  per Common  Share  (105% of the
     closing  price  of a  Common  Share on the  date of  grant).  In  addition,
     pursuant to a shareholder  approved stock option plan, the Company  granted
     409,250 options to certain employees and non-employee directors at the fair
     market  value of the  underlying  stock  at the  date of grant (a  weighted
     average price of $22.64 per share).

8.   Net  unrealized   gains  (losses)  on  investments   were  $24,181,000  and
     ($2,555,000)  at June 30, 2000 and  December 31,  1999,  respectively.  Net
     unrealized  foreign exchange losses were $10,041,000 and $7,023,000 at June
     30, 2000 and December 31, 1999, respectively.

9.   Results of  discontinued  operations  include  revenues of $13,561,000  and
     $1,095,000  for the six and  three  month  periods  ended  June  30,  1999,
     respectively,  and income before income taxes of  $13,282,000  and $801,000
     for the six and three  month  periods  ended June 30,  1999,  respectively.
     Results  for  the  six  month  period  ended  June  30,  1999  include  the
     recognition of a pre-tax gain of approximately $10,300,000,  as a result of
     the partial  conversion to assumption  reinsurance  of a prior  reinsurance
     transaction for which the gain was previously deferred.


                                       -6-

<PAGE>



Notes to Interim Consolidated Financial Statements, continued

10.  Earnings (loss) per share amounts were calculated by dividing net income by
     the sum of the weighted  average number of common shares  outstanding  and,
     for diluted  earnings (loss) per share,  the incremental  weighted  average
     number of shares issuable upon exercise of outstanding options and warrants
     for the  periods  they were  outstanding.  The  number  of  shares  used to
     calculate  basic  earnings  (loss) per share  amounts  was  55,728,000  and
     60,744,000  for the six  month  periods  ended  June  30,  2000  and  1999,
     respectively,  and  55,297,000  and  60,020,000 for the three month periods
     ended June 30,  2000 and 1999,  respectively.  The number of shares used to
     calculate  diluted  earnings  (loss) per share amounts was  55,735,000  and
     60,771,000  for the six  month  periods  ended  June  30,  2000  and  1999,
     respectively,  and  55,311,000  and  60,020,000 for the three month periods
     ended June 30, 2000 and 1999, respectively.

11.  Cash paid for interest  and income  taxes (net of refunds) was  $25,472,000
     and $8,002,000,  respectively, for the six month period ended June 30, 2000
     and $28,780,000 and $(15,682,000),  respectively,  for the six month period
     ended June 30, 1999.

12.  In June 1999, the Financial  Accounting  Standards  Board issued  Financial
     Accounting  Standards No. 137,  "Accounting for Derivative  Instruments and
     Hedging  Activities - Deferral of the Effective  Date of FASB Statement No.
     133 ("SFAS 133")", which will be effective for fiscal years beginning after
     June 15, 2000. The Company is reviewing the impact of the implementation of
     SFAS 133 on the Company's financial position and results of operations.


                                       -7-

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Interim Operations.

The following should be read in conjunction with the Management's Discussion and
Analysis of Financial  Condition and Results of Operations  included in the 1999
10-K.

                         Liquidity and Capital Resources

During each of the six month periods  ended June 30, 2000 and 1999,  the Company
operated profitably.  For the six month period ended June 30, 2000, net cash was
used for operations  principally  as a result of a decrease in premiums  written
and the payment of claims at the Empire  Group.  For the six month  period ended
June 30, 1999, net cash was provided by operations.

As of June 30, 2000, the Company's  readily available cash, cash equivalents and
marketable   securities,   excluding   those   amounts  held  by  its  regulated
subsidiaries and the Company's  investment in Fidelity National Financial,  Inc.
("FNF"),  totaled  $285,300,000.  Additional sources of liquidity as of June 30,
2000 include  $157,300,000  of cash and  marketable  securities  collateralizing
letters of credit and  $114,700,000  of cash,  cash  equivalents  and marketable
securities held by Fidei. In addition, the book value of the principal amount of
promissory  notes  from  Conseco,   Inc.,  which  are  fully  collateralized  by
non-cancelable letters of credit (the "Conseco Notes"), was $250,000,000 at June
30, 2000. The Company has entered into a total return swap agreement with one of
its banks pursuant to which it sold $100,000,000 principal amount of the Conseco
Notes. Under the agreement, the Company has an obligation to repurchase the same
principal  amount of the Conseco Notes upon maturity,  which is January 3, 2003,
or earlier under certain limited circumstances.  The Company has not reduced the
carrying  amount of the Conseco  Notes and has recorded  this  transaction  as a
collateralized borrowing in the amount of $100,000,000.

In June 2000,  the  Company  replaced  its  $100,000,000  unsecured  bank credit
facility with a new unsecured bank credit facility of $152,500,000,  which bears
interest  based on the  Eurocurrency  Rate or the prime rate and matures in June
2003.  As of June 30, 2000,  $100,000,000  was  borrowed  under this bank credit
facility.

As of June 30, 2000, the Company acquired almost 10% of the common stock of FNF,
a  publicly  traded  title  insurance   holding   company,   for   approximately
$89,000,000.

In  January  2000,   the  Company  sold  its  10%  equity   interest  in  Jordan
Telecommunication Products, Inc. for $27,000,000. The Company recorded a pre-tax
gain of  approximately  $24,600,000 in the six month period ended June 30, 2000,
which  is  reflected  in  net  securities   gains.   Further   consideration  of
approximately  $7,500,000  may be  received  upon the  favorable  resolution  of
certain contingencies.

During  the  six  month  period  ended  June  30,  2000,  the  Company  invested
$100,000,000 in the equity of a limited liability  company (the "LLC").  The LLC
is managed and  controlled  by a third party  investment  manager and invests in
high yield  securities.  The Company may redeem its interest in the LLC annually
beginning on December 31, 2001, or otherwise in certain specified circumstances.
For the six and three month  periods ended June 30, 2000,  the Company  recorded
$7,682,000 and $5,225,000,  respectively,  of income from this investment  under
the equity method of accounting.

In December  1999, the Company's  Board of Directors  increased to 6,000,000 the
maximum  number of its Common Shares that the Company is authorized to purchase.
Such  purchases may be made from time to time in the open market,  through block
trades or otherwise.  Depending on market  conditions  and other  factors,  such
purchases may be commenced or suspended at any time without prior notice. During
the six month  period  ended June 30, 2000,  the Company  repurchased  1,505,000
Common Shares for an aggregate cost of approximately $32,094,000.



                                       -8-

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Interim Operations, continued

                              Results of Operations

                  The 2000 Periods Compared to the 1999 Periods

Net earned premium revenues of the Empire Group were $56,174,000 and $85,402,000
for the six  month  periods  ended  June 30,  2000 and 1999,  respectively,  and
$28,208,000  and $38,658,000 for the three month periods ended June 30, 2000 and
1999,  respectively.  While  earned  premiums  declined  in almost  all lines of
business,  the most  significant  reductions  were in assigned risk  automobile,
voluntary private passenger automobile,  commercial package policies, homeowners
and workers'  compensation.  As discussed in the 1999 10-K,  as a result of poor
operating results, the Empire Group is no longer entering into new assigned risk
contracts.  Effective January 1, 2000, all policy renewal  obligations have been
assigned to another insurance company.  However, the Empire Group remains liable
for the claim settlement costs for assigned risk claims that occurred during the
policy term. The decline in voluntary private passenger automobile resulted from
tighter  underwriting  standards,  increased  competition and the Empire Group's
decision to no longer  accept new policies  from those  agents who  historically
have had poor underwriting  results.  The Empire Group's  termination of certain
unprofitable agents has also adversely affected premium volume in other lines of
business.

The Empire Group's loss ratios were as follows:
<TABLE>
<CAPTION>

                                                                   Three Months Ended           Six Months Ended
                                                                        June 30,                   June 30,
                                                                 ----------------------       --------------------
                                                                    2000      1999             2000        1999
                                                                   -----      ----             ----        ----

                       <S>                                          <C>        <C>              <C>         <C>

                  Loss Ratio:
                     GAAP                                          92.9%      92.4%            92.3%       88.4%
                     SAP                                           92.9%      92.4%            92.3%       88.4%
                  Expense Ratio:
                     GAAP                                          51.2%      37.8%            47.7%       36.4%
                     SAP                                           55.6%      45.3%            44.4%       38.2%
                  Combined Ratio:
                     GAAP                                         144.1%     130.2%           140.0%      124.8%
                     SAP                                          148.5%     137.7%           136.7%      126.6%
</TABLE>

The loss ratios for the 2000  periods  increased as compared to the 1999 periods
due to reserve  strengthening  recorded  for 1999 and prior  accident  years and
outsourcing expenses for claims handling.  Although the dollar amount of reserve
strengthening was the same for the 2000 periods as compared to the 1999 periods,
the  reduction  in earned  premiums in 2000  resulted in higher loss ratios on a
percentage  basis. The current accident year loss ratios declined from the prior
year due to product mix and the expected  benefits to be derived from the Empire
Group's changes to underwriting and claims handling  procedures.  Expense ratios
for the 2000  periods  increased  as compared to the 1999 periods due to reduced
service fees,  higher severance costs and overhead costs which,  although lower,
have not declined proportionally with premiums.

The Empire Group continued its expense  reduction  program to more closely align
its expenses with its current volume of business.  Through June 30, 2000,  staff
reductions have resulted in the  elimination of 150 job positions,  representing
approximately  29% of the December  31, 1999  workforce.  In certain  instances,
particularly in the claims department, the cost savings from the reductions will
be partially  offset by increased  outsourcing  expenses.  The Empire Group will
continue to examine its overhead costs and  additional  reductions are likely to
occur in 2000.


                                       -9-

<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Interim Operations, continued

Manufacturing  revenues,  gross  profit and  pre-tax  results  for this  segment
increased in the 2000 periods as compared to the 1999 periods,  principally  due
to strong demand and price  increases,  which offset higher raw material  costs.
Such product demand reflects the continued  strong U.S. economy and includes the
introduction of new products in both domestic and international markets.

Finance revenues,  which reflect the level and mix of consumer instalment loans,
increased due to greater average loans  outstanding.  Average loans  outstanding
during the six and three month  periods  ended June 30, 2000  were  $370,904,000
and  $402,694,000,  respectively,  as compared to $194,627,000 and $193,880,000,
respectively,  during the six and three month periods ended June 30, 1999.  This
increase was primarily due to the acquisition in 1999 of Tranex Credit Corp. and
increased new loan originations.  Pre-tax results for the six month period ended
June 30, 2000 as compared to the same period in 1999  declined  primarily due to
an increase  in the  provision  for loan  losses for the larger  volume of loans
outstanding and increased interest and salaries expense, as described below. For
the three month period ended June 30, 2000, this decline was offset by increased
investment income.

Investment  and other  income  primarily  declined in the six month period ended
June 30,  2000 as compared  to the six month  period  ended June 30, 1999 due to
gains  recognized  in 1999  from the sale of Caja de Ahorro y Seguro  S.A.,  The
Sperry and Hutchinson Company, Inc. and Pepsi International Bottlers aggregating
$169,063,000,  as discussed  more fully in the 1999 10-K.  Investment  and other
income also  decreased  in the 2000  periods as compared to the same  periods in
1999 due to a reduction  in  investment  income,  resulting  primarily  from the
payment of dividends and debt repurchases in 1999 and reduced  investment assets
held by the Empire Group,  and  decreased  rent income (due to a smaller base of
remaining real estate properties) and gains from sales of real estate properties
related  to Fidei,  partially  offset by  increased  gains from sales of various
domestic  real estate  properties.  During the six month  period  ended June 30,
2000,  Fidei sold 16 properties;  72 properties  remain at June 30, 2000, all of
which are currently being marketed for sale. Investment and other income in 2000
also  reflects  revenues  relating to MK Gold  Company,  which the Company began
consolidating in the fourth quarter of 1999.

Interest  expense  for the 2000  periods  reflects  increased  customer  banking
deposits and higher interest rates thereon,  partially  offset for the six month
period by a reduction in interest related to debt repurchases in 1999.

Salaries  expense  in the  2000  periods  reflects  an  increase  in  employees,
primarily at the banking and lending segment.

The  increase in  selling,  general  and other  expenses in the 2000  periods as
compared to the 1999 periods  principally  reflects  higher  provisions for loan
losses due to the greater volume of loans  outstanding,  as described above, and
expenses relating to MK Gold Company.

Income tax expense for the six month  period  ended June 30, 1999  reflects  the
utilization of capital loss carryforwards.

The number of shares used to calculate  basic earnings  (loss) per share amounts
was  55,728,000 and 60,744,000 for the six month periods ended June 30, 2000 and
1999,  respectively,  and  55,297,000 and 60,020,000 for the three month periods
ended  June 30,  2000 and 1999,  respectively.  The  number  of  shares  used to
calculate  diluted  earnings  (loss) per share was 55,735,000 and 60,771,000 for
the six month periods ended June 30, 2000 and 1999, respectively, and 55,311,000
and  60,020,000  for the  three  month  periods  ended  June 30,  2000 and 1999,
respectively.


                                      -10-

<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Interim Operations, continued

Cautionary Statement for Forward-Looking Information

Statements  included in this  Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Interim  Operations  may  contain   forward-looking
statements. Such forward-looking statements are made pursuant to the safe-harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
statements may relate, but are not limited,  to projections of revenues,  income
or loss, capital  expenditures,  fluctuations in insurance  reserves,  plans for
growth and future operations,  competition and regulation as well as assumptions
relating to the foregoing.  Forward-looking statements are inherently subject to
risks and uncertainties,  many of which cannot be predicted or quantified.  When
used in this  Management's  Discussion  and Analysis of Financial  Condition and
Results of Interim Operations, the words "estimates",  "expects", "anticipates",
"believes",  "plans",  "intends"  and  variations  of  such  words  and  similar
expressions  are intended to identify  forward-looking  statements  that involve
risks  and  uncertainties.   Future  events  and  actual  results  could  differ
materially  from  those  set  forth  in,   contemplated  by  or  underlying  the
forward-looking  statements.  The  factors  that could cause  actual  results to
differ materially from those suggested by any such statements  include,  but are
not limited to, those discussed or identified from time to time in the Company's
public filings,  including  general economic and market  conditions,  changes in
foreign and domestic laws,  regulations  and taxes,  changes in competition  and
pricing  environments,  regional  or  general  changes in asset  valuation,  the
occurrence of significant  natural disasters,  the inability to reinsure certain
risks  economically,  the adequacy of loss  reserves,  prevailing  interest rate
levels,  weather related  conditions  that may affect the Company's  operations,
adverse  environmental  developments  in Spain that could delay or preclude  the
issuance of permits necessary to develop the Company's Spanish mining rights and
changes in the  composition  of the  Company's  assets and  liabilities  through
acquisitions  or  divestitures.  Undue  reliance  should  not be placed on these
forward-looking statements, which are applicable only as of the date hereof. The
Company  undertakes  no  obligation  to revise or update  these  forward-looking
statements to reflect events or circumstances  that arise after the date of this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Interim Operations or to reflect the occurrence of unanticipated events.


                                      -11-

<PAGE>






                          PART II - OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders.

          The following  matters were submitted to a vote of shareholders at the
          Company's 2000 Annual Meeting of Shareholders held on May 16, 2000.

          a)   Election of directors.

                                                          Number of  Shares
                                                     --------------------------
                                                        For            Withheld
                                                     ----------        ---------

                    Ian M. Cumming                   48,470,442          44,154
                    Paul M. Dougan                   48,469,447          45,149
                    Lawrence D. Glaubinger           48,470,056          44,540
                    James E. Jordan                  48,470,590          44,006
                    Jesse Clyde Nichols, III         48,470,486          44,110
                    Joseph S. Steinberg              48,470,486          44,110

          b)   Ratification of PricewaterhouseCoopers LLP, as independent
               auditors for the year ended December 31, 2000.

                                For                                48,290,514
                                Against                                31,929
                                Abstentions                           192,153
                                Broker non-votes                          -


Item 6.   Exhibits and Reports on Form 8-K.

          a)  Exhibits.

              10.1   Form of Common  Share  Purchase  Warrant to Subscribe
                     for and Purchase  Common Shares of Leucadia  National
                     Corporation dated May 16, 2000.

              27     Financial Data Schedule.

           b)  Reports on Form 8-K.

               The  Company  filed a  current  report  on Form 8-K dated May 26,
               2000, which sets forth information under Item 5. Other Events and
               Item 7. Financial Statements and Exhibits.



                                      -12-

<PAGE>






                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                LEUCADIA NATIONAL CORPORATION
                                                (Registrant)





Date:   August 11,  2000                         By /s/ Barbara L. Lowenthal
                                                 ---------------------------
                                                 Barbara L. Lowenthal
                                                 Vice President and Comptroller
                                                 (Chief Accounting Officer)
















                                      -13-

<PAGE>







                                  EXHIBIT INDEX

  Exhibit                                                             Exemption
  Number                   Description                               Indication
  ------                   -----------                               ----------

   10.1         Form of Common Share Purchase Warrant
                to Subscribe for and Purchase Common
                Shares of Leucadia National Corporation
                dated May 16, 2000.

   27           Financial Data Schedule.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


           THE TRANSFER OF THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON
           EXERCISE HEREOF IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN
           PARAGRAPH 10 HEREOF, AND THE HOLDER OF THIS WARRANT BY ACCEPTANCE
           HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS.


                          COMMON SHARE PURCHASE WARRANT

                 TO SUBSCRIBE FOR AND PURCHASE COMMON SHARES OF

                          LEUCADIA NATIONAL CORPORATION

                    WARRANT TO PURCHASE 400,000 COMMON SHARES


THIS CERTIFIES that, for value received,

                            INSERT NAME OF EXECUTIVE

(the "Executive") is entitled to subscribe for and purchase from LEUCADIA
NATIONAL CORPORATION, incorporated under the laws of the State of New York
(hereinafter called the "Company"), at the price of $23.95 share (the "initial
warrant purchase price"), four hundred thousand (400,000) fully paid and
nonassessable Common Shares, $1 par value, of the Company ("Common Shares"),
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The initial warrant purchase price and the number and
character of the shares with respect to which this Warrant is exercisable are
subject to adjustment as hereinafter provided.

         1. Exercise; Termination; Penalty; Issuance of Certificates; Payment
         for Shares.

               1A. (1) Unless a Termination (defined below) shall have occurred,
         the rights represented by this Warrant may be exercised by the holder
         hereof, in whole or in part (but not as to a fractional Common Share),
         at any time or from time to time on or after the date of this Warrant,
         until 5:00 p.m. New York City time on May 15, 2005. In the event a
         Termination shall occur after the date of this Warrant and prior to May
         16, 2001 (the "first anniversary date"), upon exercise of this Warrant
         by the holder hereof at any time, the Executive shall pay to the
         Company in connection therewith, in addition to the initial warrant
         purchase price to be paid by the holder of this Warrant (as such
         initial warrant purchase price may be adjusted under the terms of this
         Warrant), the product of (x) the difference between the closing price
         of a Common Share on the date immediately prior to either (a) the date
         of exercise or (B) the date of Termination (whichever results in a
         higher closing price) minus the initial warrant purchase price (as such
         initial warrant purchase price may be adjusted under the terms of this
         Warrant) multiplied by (y) the number of Common Shares to be issued
         upon such exercise.

                   (2) In addition, in the event a Termination shall occur
         after the first anniversary date and prior to May 16, 2002 (the "second
         anniversary date"), upon exercise of this Warrant by the holder hereof
         at any time, the Executive shall pay to the Company in connection
         therewith, in addition to the initial warrant purchase price (as such
         initial warrant purchase price may be adjusted prior to the term of
         this Warrant), the product of (x) the difference between the closing
         price of a Common Share on the date immediately prior to either (A) the
         date of exercise or (B) the date of Termination (whichever results in a



NY2:\953768\01\KFXK01!.DOC\76830.0198
<PAGE>
         higher closing price) minus the initial warrant purchase price to be
         paid by the holder of this Warrant (as such initial warrant purchase
         price may be adjusted under the terms of this Warrant) multiplied by
         (ii) fifty percent (50%) of the number of Common Shares to be issued
         upon such exercise.

                     (3) In the event a Termination shall occur at any time
         after the second anniversary date, upon exercise of this Warrant by the
         holder hereof at any time, the holder of the Warrant shall be obligated
         to pay to the Company in connection therewith only the initial warrant
         purchase price (as such initial warrant purchase price may be adjusted
         prior to the term of this Warrant) and the Executive shall not be
         obligated to pay any additional amounts to the Company in respect of
         such exercise.

                     (4) In the event that the Board of Directors or the Option
         Committee of the Board of Directors accelerates vesting of all
         outstanding stock options issued under any stock option plan of the
         Company pursuant to the terms thereof, the penalty described in
         subparagraph (1) and (2) above shall not apply if a Termination occurs
         after such acceleration of vesting of stock options.

               1B. "Termination" for purposes hereof shall mean either (1) the
         voluntary termination by the Executive of his employment with the
         Company, or (2) the discharge of the Executive from such employment for
         "cause." "Cause" is defined as the commission by the Executive of any
         act of gross negligence in the performance of his duties or obligations
         to the Company or any of its subsidiary or affiliated companies, or the
         commission by the Executive of any material act of disloyalty,
         dishonesty or breach of trust against the Company or any of its
         subsidiary or affiliated companies.

               1C. The rights may be so exercised by such holder hereof by the
         surrender of this Warrant (with the Subscription Agreement annexed
         hereto appropriately completed) to the Company at its offices at 315
         Park Avenue South, New York, New York (or such other office or agency
         of the Company in New York, New York, as it may designate by notice in
         writing to the holder hereof at the address of such holder appearing on
         the books of the Company at any time within the period above named) and
         upon payment to it, for the account of the Company, of the purchase
         price for such shares.

               1D. The Company agrees that the shares so purchased shall be
         deemed to have been issued to the holder hereof as the record owner of
         such shares immediately after the close of business on the date on
         which this Warrant shall have been surrendered and delivery of payment
         for such shares shall have been made as aforesaid. Subject to the
         provisions of the next succeeding paragraph, certificates for the
         shares so purchased shall be delivered to the holder hereof promptly
         after such surrender and delivery, and, unless this Warrant shall have
         expired, a new Warrant representing the number of shares, if any, with
         respect to which this Warrant shall not then have been exercised shall
         also be delivered to the holder hereof.

         2. Agreement of Holder. The holder of this Warrant, by his
acceptance hereof, represents that he is acquiring this Warrant, and will
acquire the Common Shares issuable upon any exercise of this Warrant by such
holder, for his own account for investment and not with a view to the
distribution thereof or with any present intention of selling any thereof,
except for a sale of such Common Shares in compliance with the provisions of the
Securities Act of 1933, as amended, and the rules and the regulations
thereunder.


                                       2
<PAGE>
               3. Shares to be Fully Paid. Reservation of Shares. All shares
issued upon the exercise of the rights represented by this Warrant shall be
validly issued, fully paid and nonassessable (except as otherwise provided in
Section 630 of the New York Business Corporation Law) and free from all taxes,
liens and charges with respect to the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue). The Company shall
from time to time take all such action as may be requisite to assure that the
par value per Common Share is at all times equal to or less than the warrant
purchase price per share then in effect. During the period within which the
rights represented by this Warrant may be exercised, the Company shall at all
time have authorized, and reserved for the purpose of issuance or transfer upon
exercise of the rights evidenced by this Warrant, a sufficient number of Common
Shares to provide for the exercise of the rights represented by this Warrant.
The Company shall take all such action as may be necessary to assure that such
Common Shares may be so issued without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange upon
which the Common Shares of the Company may be listed. The Company shall not take
any action which would result in any adjustment of the warrant purchase price if
the total number of Common Shares issuable after such action upon exercise of
all Warrants then outstanding would exceed the total number of then authorized
but unissued Common Shares.

               4. Adjustments. The above provisions are, however, subject to the
following:

               4A. Warrant Purchase Price Defined. The initial warrant purchase
         price set forth in the initial paragraph of this Warrant shall be
         subject to adjustment from time to time as hereinafter provided. The
         term "warrant purchase price" shall mean, unless and until any such
         adjustment shall occur, the initial warrant purchase price and, after
         any such adjustment, the warrant purchase price resulting from such
         adjustment.

               4B. Adjustment of Number of Shares. Upon each adjustment of the
         warrant purchase price, the holder of this Warrant shall thereafter be
         entitled to purchase, at the warrant purchase price resulting from such
         adjustment, the number of Common Shares obtained by multiplying the
         warrant purchase price in effect immediately prior to such adjustment
         by the number of shares purchasable pursuant hereto immediately prior
         to such adjustment and dividing the product thereof by the warrant
         purchase price resulting from such adjustment.

               4C. Adjustment of Warrant Purchase Price Upon Issuance of Common
         Shares. If and whenever after the date hereof the Company shall issue
         or sell any Common Shares without consideration or for a consideration
         per share less than the warrant purchase price in effect immediately
         prior to the time of such issue or sale, then, and in each such case,
         forthwith upon such issue or sale, the warrant purchase price shall be
         reduced to a price (calculated to the nearest cent) determined by
         dividing (i) an amount equal to the sum of (X) the number of Common
         Shares outstanding immediately prior to such issue or sale multiplied
         by the then existing warrant purchase price, plus (Y) the
         consideration, if any, received by the Company upon such issue or sale,
         by (ii) the total number of Common Shares outstanding immediately after
         such issue or sale. No adjustment shall be made in an amount less than
         $.05 per share, but any such lesser adjustment shall be carried forward
         and shall be made at the time and together with the next subsequent
         adjustment which together with any adjustments so carried forward shall
         amount to $.05 per share or more. For the purposes of this paragraph
         4(C), the following provisions (1) to (6), inclusive, shall also be
         applicable:

                     (1) Issuance of Rights or Options. In case at any time the
               Company shall in any manner grant (whether directly or by
               assumption in a merger or otherwise) any rights to subscribe for


                                       3
<PAGE>
               or to purchase, or any options for the purchase of, Common
               Shares, whether or not such rights or options are immediately
               exercisable, and the price per share for which Common Shares are
               issuable upon the exercise of such rights or options (determined
               by dividing (i) the total amount, if any, received or receivable
               by the Company as consideration for the granting of such rights
               or options, plus the minimum aggregate amount of additional
               consideration payable to the Company upon the exercise of such
               rights or options by (ii) the total maximum number of Common
               Shares issuable upon the exercise of such rights or options)
               shall be less than the warrant purchase price in effect
               immediately prior to the time of the granting of such rights or
               options, then the total maximum number of Common Shares issuable
               upon the exercise of such rights or options shall (as of the date
               of granting of such rights or options) be deemed to be
               outstanding and to have been issued for such price per share. No
               further adjustments of the warrant purchase price shall be made
               upon the actual issue of such Common Shares, except as otherwise
               provided in paragraph 4C(2).

                     (2) Changes in Rights or Options. If the purchase price
               provided for in any rights or options referred to in paragraph
               4C(1) shall change at any time (other than under or by reason of
               provisions designed to protect against dilution), the warrant
               purchase price in effect at the time of such event shall
               forthwith be readjusted to the warrant purchase price which would
               have been in effect at such time had such rights or options still
               outstanding provided for such changed purchase price at the time
               initially granted, issued or sold. Upon the expiration of any
               such option or right, the warrant purchase price then in effect
               hereunder shall forthwith be increased to the warrant purchase
               price which would have been in effect at the time of such
               expiration had such right or option to the extent outstanding
               immediately prior to such expiration never been issued and the
               Common Shares issuable thereunder shall no longer be deemed to be
               outstanding; provided, however, that no such increase in the
               warrant purchase price shall be made in an amount in excess of
               the amount of the adjustment thereof initially made in respect of
               the granting of such rights or options. If the purchase price
               provided for in any such right or option referred to in paragraph
               4C(1) shall be reduced at any time under or by reason of
               provisions with respect thereto designed to protect against
               dilution, then in case of the delivery of Common Shares upon the
               exercise of any such right or option the warrant purchase price
               then in effect hereunder shall forthwith be adjusted to such
               respective amount as would have been obtained had such right or
               option never been issued as to such Common Shares and had
               adjustments been made upon the issuance of the Common Shares
               delivered as aforesaid, but only if as a result of such
               adjustment the warrant purchase price then in effect hereunder is
               thereby reduced.

                     (3) Stock Dividends. In case the Company shall declare a
               dividend or make any other distribution upon any shares of the
               Company payable in Common Shares, any Common Shares issuable in
               payment of such dividend or distribution shall be deemed to have
               been issued or sold without consideration.

                     (4) Consideration for Shares. In case any Common Shares or
               any rights or options to purchase Common Shares shall be issued
               or sold for cash, the consideration received therefor shall be
               deemed to be the amount received by the Company therefor, after
               deduction therefrom of any expenses incurred or any underwriting
               commissions or concessions paid or allowed by the Company in
               connection therewith. In case any Common Shares or any rights or


                                       4
<PAGE>
               options to purchase Common Shares shall be issued or sold for a
               consideration other than cash, or partly for cash and for a
               consideration other than cash, the amount of the consideration
               other than cash received by the Company shall be deemed to be the
               lesser of (i) the fair market value on the issue date of the
               securities so issued by the Company, after deduction of any
               expenses incurred or any underwriting commissions or concessions
               paid or allowed by the Company in connection therewith, or (ii)
               the fair value of such consideration as determined in good faith
               by the Board of Directors of the Company after deduction of any
               such expenses. In case any Common Shares or any rights or options
               to purchase Common Shares shall be issued in connection with any
               merger in which the Company issues any securities, the amount of
               consideration therefor shall be deemed to be the fair value as
               determined in good faith by the Board of Directors of the Company
               of such portion of the assets and business of the non-surviving
               corporation as such Board in good faith shall determine to be
               attributable to such Common Shares, or rights or options, as the
               case may be. In the event of any consolidation or merger of the
               Company in which the Company is not the surviving corporation or
               in the event of any sale of all or substantially all of the
               assets of the Company for shares or other securities of any
               corporation, the Company shall be deemed to have issued a number
               of Common Shares for shares or securities of the other
               corporation computed on the basis of the actual exchange ratio on
               which the transaction was predicated and the consideration
               received from such issuance shall be equal to the fair market
               value on the date of such transaction of such shares or
               securities of the other corporation, and if any such calculation
               results in adjustment of the warrant purchase price, the
               determination of the number of Common Shares receivable upon
               exercise of this Warrant immediately prior to such merger,
               conversion or sale, for purposes of paragraph 4F shall be made
               after giving effect to such adjustment of the warrant purchase
               price.

                     (5) Record Date. In case the Company shall take a record of
               the holders of its Common Shares for the purpose of entitling
               them (i) to receive a dividend or other distribution payable in
               Common Shares, or (ii) to subscribe for or purchase Common
               Shares, then such record date shall be deemed to be the date of
               the issue or sale of the Common Shares deemed to have been issued
               or sold upon the declaration of such dividend or the making of
               such other distribution or the date of the granting of such right
               of subscription or purchase, as the case may be.

                     (6) Treasury Shares. The number of Common Shares
               outstanding at any given time shall not include shares owned or
               held by or for the account of the Company, and the disposition of
               any such shares shall be considered an issue or sale of Common
               Shares for the purposes of this paragraph 4(C).

               4D. Dividends and Distributions. If the Company shall at any time
         declare a dividend or make a distribution in respect of its Common
         Shares, the warrant purchase price in effect immediately prior to the
         declaration of such dividend or the making of such distribution shall
         be reduced by an amount equal, in the case of a dividend or
         distribution in cash, to the amount thereof payable per Common Share
         or, in the case of any other dividend distribution, to the fair value
         thereof per Common Share as determined in good faith by the Board of
         Directors of the Company; provided that no adjustment under this
         paragraph 4(D) shall be required in the case of a cash dividend payable
         out of earnings or surplus and otherwise than in securities of the
         Company unless such cash dividend is a special dividend as determined
         in good faith by the Board of Directors of the Company. If the Company
         shall at any time declare a dividend or make a distribution in respect


                                       5
<PAGE>
         of its Common Shares in securities of the Company other than Common
         Shares, the holder of this Warrant shall be entitled to receive upon
         exercise of this Warrant such securities as such holder would have been
         entitled to receive had this Warrant been exercised immediately prior
         to such dividend or distribution. For the purposes of the foregoing, a
         dividend in cash shall be considered payable out of earnings or surplus
         only to the extent that such earnings or surplus are charged an amount
         equal to such dividend as determined by the Board of Directors of the
         Company. Such reductions shall take effect as of the date on which a
         record is taken for the purpose of such dividend or distribution, or,
         if a record is not taken, the date as of which the holders of Common
         Shares of record entitled to such dividend or distribution are to be
         determined.

               4E. Subdivision or Combination of Shares. In case the Company
         shall at any time subdivide its outstanding Common Shares into a
         greater number of shares or pay a dividend or other distribution upon
         any shares of the Company payable in Common Shares, the warrant
         purchase price in effect immediately prior to such subdivision or
         payment date shall be proportionately reduced. In case the outstanding
         Common Shares of the Company shall be combined into a smaller number of
         shares, the warrant purchase price in effect immediately prior to such
         combination shall be proportionately increased.

               4F. Reorganization, Reclassification, Consolidation, Merger or
         Sale. If any capital reorganization or reclassification of the capital
         shares of the Company, any consolidation or merger of the Company with
         another corporation, or any sale of all or substantially all of the
         assets of the Company to another corporation shall be effected in such
         a way that holders of Common Shares shall be entitled to receive stock,
         securities or assets with respect to or in exchange for Common Shares,
         then, as a condition of such reorganization, reclassification,
         consolidation, merger or sale, lawful and adequate provision shall be
         made whereby the holder hereof shall thereafter have the right to
         purchase and receive, upon the basis and upon the terms and conditions
         specified in this Warrant and in lieu of the Common Shares of the
         Company immediately theretofore purchasable and receivable upon the
         exercise of the rights represented hereby, such shares of stock,
         securities or assets as may be issued or payable with respect to or in
         exchange for a number of outstanding Common Shares equal to the number
         of shares immediately theretofore purchasable and receivable upon the
         exercise of the rights represented hereby had such reorganization,
         reclassification, consolidation, merger or sale not taken place, and in
         any such case appropriate provision shall be made with respect to the
         rights and interest of the holder of this Warrant to the end that the
         provisions hereof (including without limitation provisions for
         adjustments of the warrant purchase price and of the number of shares
         purchasable and receivable upon the exercise of this Warrant) shall
         thereafter be applicable, as nearly as may be, in relation to any
         shares of stock, securities or assets thereafter deliverable upon the
         exercise hereof. The Company will not effect any such consolidation,
         merger or sale unless prior to the consummation thereof the successor
         corporation (if other than the Company) resulting from such
         consolidation or merger or the corporation purchasing such assets shall
         assume by written instrument, executed and mailed or delivered to, and
         in form and substance satisfactory to, the registered holder hereof
         (who shall not unreasonably withhold his approval) at the last address
         of such holder appearing on the books of the Company, (i) the
         obligation to deliver to such holder such shares of stock, securities
         or assets as, in accordance with the foregoing provisions, such holder
         may be entitled to purchase, and (ii) all other obligations of the
         Company under this Warrant.


                                       6
<PAGE>
               4G. Notice of Adjustments. Upon each adjustment or readjustment
         of the warrant purchase price or in the nature of the Common Shares,
         securities or other property receivable upon the exercise of this
         Warrant, the Company at its expense will promptly compute such
         adjustment or readjustment in accordance with the terms of this Warrant
         and prepare a certificate setting forth such adjustment or readjustment
         and showing in detail the facts upon which such adjustment or
         readjustment is based. The Company shall forthwith mail a copy of each
         such certificate addressed to the holder of this Warrant at the address
         of such holder as shown on the books of the Company.

               4H. Other Notices. In case at any time:

                     (1) the Company shall declare any dividend upon its Common
               Shares payable in shares or authorize any other distribution
               (other than regular cash dividends) to the holders of its Common
               Shares;

                     (2) the Company shall offer for subscription pro rata to
               the holders of its Common Shares any additional shares of any
               class or other rights;

                     (3) there shall be any capital reorganization, or
               reclassification of the capital shares of the Company (other than
               a transaction covered by paragraph 4F), or consolidation or
               merger of the Company with, or sale of all or substantially all
               of its assets to, another corporation; or

                     (4) there shall be a voluntary or involuntary dissolution,
               liquidation or winding up of the Company;

         then, in any one or more of said cases, the Company shall give, by
         first class mail, postage prepaid, addressed to the holder of this
         Warrant at the address of such holder as shown on the books of the
         Company, (a) at least 20 days' prior written notice of the date on
         which the books of the Company shall close or a record shall be taken
         for such dividend, distribution of subscription rights or for
         determining rights to vote in respect of any such reorganization,
         reclassification, consolidation, merger, sale, dissolution, liquidation
         or winding up, and (b) in the case of such reorganization,
         reclassification, consolidation, merger, sale, dissolution, liquidation
         or winding up, at least 20 days' prior written notice of the date when
         the same shall take place. Such notice in accordance with the forgoing
         clause (a) shall also specify, in the case of any such dividend,
         distribution or subscription rights, the date on which the holders of
         Common Shares shall be entitled thereto, and such notice in accordance
         with the foregoing clause (b) shall also specify the date on which the
         holders of Common Shares shall be entitled to exchange their Common
         Shares for securities or other property deliverable upon such
         reorganization, reclassification, consolidation, merger, sale,
         dissolution, liquidation or winding up, as the case may be.

               4I. Certain Events. If any event occurs, as to which, in the
         opinion of the Board of Directors of the Company, the other provisions
         of this paragraph 4 are not strictly applicable or if strictly
         applicable would not fairly protect the purchase rights of this Warrant
         in accordance with the essential intent and principles of such
         provisions, then the Board of Directors shall make an adjustment in the
         application of such provisions, in accordance with such essential
         intent and principles, so as to protect such purchase rights as
         aforesaid, but in no event shall any such adjustment have the effect of
         increasing the warrant purchase price as otherwise determined pursuant
         to this Paragraph 4 except in the event of a combination of shares of


                                       7
<PAGE>
         the type contemplated in paragraph 4E and then in no event to an amount
         larger than the warrant purchase price as adjusted pursuant to
         paragraph 4E.

           5. Issue Tax. The issuance of certificates for Common Shares upon the
exercise of this Warrant shall be made without charge to the holders hereof for
any issuance tax in respect thereof, and all such issuance taxes shall be paid
or provided for by the Company prior to the issuance of such certificates.

           6. No Voting Rights. This Warrant shall not entitle the holder hereof
to any voting rights or other rights as a shareholder of the Company.

           7. Listing of Shares. The Company agrees to use its best efforts to
secure, as soon as practicable after the date hereof, the listing of the Common
Shares issuable upon the exercise of this Warrant, subject to official notice of
issuance, on the New York Stock Exchange, Inc.

           8. Warrant Transferable; Registration Books. Subject to the
provisions of paragraph 10, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office of the Company referred to in
paragraph 1 by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant properly endorsed. Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that this Warrant,
when endorsed in blank, shall be deemed negotiable, and that the holder hereof,
when this Warrant shall have been so endorsed, may be treated by the Company and
all other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by this
Warrant, or to the transfer hereof on the books of the Company, any notice to
the contrary notwithstanding; but until such transfer on such books, the Company
may treat the registered holder hereof as the owner for all purposes.

           The Company shall keep or cause to be kept, at its offices (or the
office of its agents) in New York, New York, proper books in which the names and
addresses of the initial holder of this Warrant and all subsequent transferees
shall be registered.

           9. Warrant Exchangeable; Loss, Theft, Destruction, Etc. This Warrant
is exchangeable, upon the surrender hereof by the holder hereof at the office of
the Company referred to in paragraph 1, for a new Warrant or new Warrants of
like tenor representing in the aggregate the right to subscribe for and purchase
the number of Common Shares which may be subscribed for and purchased hereunder,
each such new Warrant to represent the right to subscribe for and purchase such
number of Common Shares as shall be designated by such holder hereof at the time
of such surrender. Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon delivery of a bond or indemnity
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender or cancellation of this Warrant, the Company will issue to the holder
hereof a new Warrant of like tenor, in lieu of this Warrant, representing the
right to subscribe for and purchase the number of Common Shares which may be
subscribed for and purchased hereunder.

           10. Limitations on Transferability; Securities Act Compliance,
Registration.

                     10A. Definitions. As used in this paragraph 10, the
           following definitions shall be applicable:

                     "Commission" shall mean the Securities and Exchange
           Commission or any other federal agency at the time administering the
           federal securities laws.


                                       8
<PAGE>
                     "Company Securities" means (i) shares of common stock of
           the Company, (ii) shares of preferred stock of the Company, (iii)
           warrants, rights, or options (within the meaning of Treasury
           Regulation ss.1.382-2T(h)(4)(v)) to purchase stock of the Company,
           and (iv) any other interests that would be treated as "stock" of the
           Company pursuant to Treasury Regulation ss.1.382-2T(f)(18).

                     "Maximum Includable Shares" shall mean the maximum number
           of Common Shares (including, for this purpose, the number of Common
           Shares issuable upon exercise of Restricted Securities for which
           registration is requested pursuant to paragraph 10E(1) to be offered
           by selling security holders in a firm commitment underwriting that
           the managing underwriter or underwriters (the "Managing
           Underwriters") of the proposed offering, in their good faith
           judgment, deem it practicable and consistent with the best interests
           of the Company to offer and sell, upon the effectiveness of the
           Registration Statement. In making such judgment, the Managing
           Underwriters shall take into account, among other things, (i) any
           adverse effect on the price or terms upon which the securities
           included in such Registration Statement for the account of the
           Company may be sold, and (ii) any adverse effect on the price or
           terms upon which all securities included in such Registration
           Statement for the account of the Company and the selling security
           holders may be sold.

                     "NASD" shall mean the National Association of Securities
           Dealers, Inc.

                     "Prospectus" shall mean any preliminary prospectus and
           final prospectus (as such may be amended or supplemented) which
           constitutes Part I of a Registration Statement filed with the
           Commission.

                     "Registration Statement" shall mean the form and documents
           required to be filed by an issuer in connection with the registration
           of securities of such issuer under the Securities Act.

                     "Restricted Securities" shall mean (i) this Warrant (and
           any warrant or warrants issued in exchange therefor or in replacement
           thereof) and (ii) the Common Shares issued or issuable upon exercise
           of this Warrant or such other warrants; the certificates for all of
           which bear the legend referred to in paragraph 10B.

                     "Restricted Shares" shall mean the Common Shares issued or
           issuable upon exercise of Restricted Securities bearing the legend
           referred to in paragraph 10B.

                     "Securities Act" shall mean the Securities Act of 1933, as
           amended from time to time.

                     "Seller" shall mean each holder of Restricted Securities or
           Restricted Shares for whom securities are included or proposed to be
           included in a Registration Statement filed or proposed to be filed by
           the Company.

                     "transfer" shall mean any sale, pledge, assignment,
           encumbrance or disposition of any Restricted Securities or of any
           part thereof or interest therein, including an offer to transfer,
           whether or not such transfer would constitute a "sale" as that term
           is defined in section 2(3) of the Securities Act. For purposes of
           obtaining approval by the Board of Directors pursuant to Part III of
           Article Fourth of the Company's Certificate of Incorporation,
           "Transfer" shall mean any direct or indirect sale, transfer,
           assignment, conveyance, pledge, or other disposition. A Transfer also
           shall include the creation or grant of an option (within the meaning


                                       9
<PAGE>
           of Treasury Regulation ss.1.382-2T(h)(4)(v)). A Transfer shall not
           include an issuance or grant of Company Securities by the Company.

                     "Treasury Regulation ss.1.382-2T" means the temporary
           income tax regulations promulgated under Section 382, and any
           successor regulations. References to any subsection of such
           regulations include references to any successor subsection thereof.

                     10B. Legends.

                          (1) Unless and until removed as provided in the next
                     paragraph, this Warrant (and any Warrants issued in
                     exchange herefor or replacement hereof) and each
                     certificate evidencing Common Shares issued upon exercise
                     of this Warrant shall bear a legend in substantially the
                     following form:

                                          In the case of this Warrant: "The
                               transfer of this Warrant and the Common Shares
                               issuable upon exercise hereof is subject to
                               certain restrictions contained in paragraph 10
                               hereof, and the holder of this Warrant by
                               acceptance hereof agrees to be bound by such
                               restrictions."

                                          In the case of Common Shares: "The
                               transfer of this certificate and the shares
                               evidenced hereby is subject to certain
                               restrictions contained in paragraph 10 of a
                               Common Share Purchase Warrant dated May 16, 2000,
                               and the holder of this certificate by acceptance
                               hereof agrees to be bound by such restrictions. A
                               copy of such Warrant is on file with the
                               Secretary of the Company."

                                          The Company may issue such "stop
                               transfer" instructions to its transfer agent with
                               respect to all or any of the Restricted
                               Securities as it deems appropriate to prevent any
                               violation of the provisions of this paragraph 10
                               or of the Securities Act.

                          (2) The Company shall issue a new Warrant or
                     certificate which does not contain the legend set forth in
                     paragraph 10B(1) if (i) the shares represented thereby are
                     sold pursuant to a Registration Statement (including a
                     current Prospectus) which has become and is effective under
                     the Securities Act or (ii) the staff of the Commission
                     shall have issued a "no action" letter to the effect that,
                     or counsel acceptable to the Company shall have rendered
                     its opinion (which opinion shall be acceptable to the
                     Company) that, such securities may be sold without
                     registration under the Securities Act.

                          (3) At the time of any exercise of this Warrant, the
                     Company may require, as a condition of allowing such
                     exercise, that the holder of this Warrant furnish to the
                     Company such information as, in the opinion of the Company,
                     is reasonably necessary in order to establish that such
                     exercise is made in compliance with the registration
                     requirements of the Securities Act or may be made without
                     registration under the Securities Act, including without
                     limitation a written statement that such holder is
                     acquiring the security receivable upon such exercise for
                     its own account for investment and not with a view to the
                     distribution thereof or with any present intention of
                     selling any thereof; provided, however, that nothing
                     contained in this paragraph 10B(3) shall impair the
                     registration obligations of the Company specified in the
                     succeeding provisions of this paragraph 10.


                                       10
<PAGE>
                          (4) Unless and until removed as provided in Part III
                     of Article Fourth of the Company's Certificate of
                     Incorporation, this Warrant (and any Warrants issued in
                     exchange herefor or replacement hereof) and each
                     certificate evidencing Common Shares issued upon exercise
                     of this Warrant shall bear a legend in substantially the
                     following form:

                                          In the case of this Warrant: "The
                               transfer of this Warrant and the Common Shares
                               issuable upon exercise hereof is subject to
                               restrictions pursuant to Part III of Article
                               Fourth of the Certificate of Incorporation of
                               Leucadia National Corporation reprinted in its
                               entirety on Appendix 1 of this Warrant."

                                          In the case of Common Shares: "The
                               transfer of the Securities represented hereby is
                               subject to restrictions pursuant to Part III of
                               Article Fourth of the Certificate of
                               Incorporation of Leucadia National Corporation
                               reprinted in its entirety on the back of this
                               Certificate."

                     10C. Notice of Transfer; Opinion of Counsel. If a holder of
           Restricted Securities proposes to transfer all or a portion of such
           securities, such holder shall give the Company written notice
           specifying the securities involved and describing the manner in which
           the proposed transfer is to be made, together with either (i) an
           opinion satisfactory to the Company or counsel satisfactory to the
           Company stating in substance that registration under the Securities
           Act is not required with respect to such transfer or (ii) a "no
           action" letter from the staff of the Commission with respect to such
           transfer. Following delivery of a notice accompanied by an opinion of
           counsel to the effect set forth above or by such a "no action"
           letter, such holder shall have the right to transfer, in a manner
           consistent with its notice to the Company, the Restricted Securities
           proposed to be transferred, provided that the holder has complied
           with the provisions of Part III of Article Fourth of the Company's
           Certificate of Incorporation, if applicable, unless the Company
           determines within 20 days following such delivery that registration
           under the Securities Act is required with respect to such proposed
           transfer or that such transfer would violate the provisions of such
           Part III of Article Fourth. Such holder shall cooperate with the
           Company for the purpose of permitting such determination to be made,
           including, to the extent deemed necessary by the Company, procuring
           and delivering to the Company an investment letter signed by the
           proposed transferee.

                     10D. Demand Registration.

                          (1) Upon a written demand by a holder or holders of at
                     least 200,000 Restricted Shares (or such other equivalent
                     number of shares as may result from a reclassification,
                     subdivision or combination of Common Shares into a greater
                     or smaller number of shares) that not less than 200,000 of
                     such Restricted Shares be registered (which demand shall
                     specify its intended method of disposition), the Company
                     shall promptly give written notice of such demand to all
                     other holders of Restricted Securities and shall use its
                     best efforts to effect the registration under the
                     Securities Act of:

                          (a) the Restricted Shares which the Company has been
                     demanded to register pursuant to this paragraph 10D for a
                     disposition in accordance with the proposed method of
                     disposition described in said demand; and


                                       11
<PAGE>
                          (b) all other Restricted Shares the holders of which
                     shall have made written request (stating the proposed
                     method of disposition of such securities by the prospective
                     Seller) to the Company for the registration thereof within
                     20 days after giving of such written notice by the Company,
                     all to the extent requisite to permit the disposition (in
                     accordance with the proposed methods thereof, as aforesaid,
                     as long as such proposed methods are consistent with the
                     original demand) by the prospective Seller or Sellers of
                     such securities.

                     (2) The Company's obligation to effect a registration under
           this paragraph is subject to the conditions that:

                          (a) The Executive and his transferees shall not be
                     entitled to more than a total of (i) one registration
                     statement on Form S-1 (or some other comparable form of
                     registration statement) and (ii) two separate registration
                     statements on Form S-2, S-3 or other comparable short form
                     of registration statement; provided, however, that no such
                     Form S-1 or Form S-2, S-3 or comparable short form need be
                     filed until the earlier of the 90th day after the end of
                     any fiscal year of the Company or the date on which the
                     Company's audited financial statements for such fiscal year
                     are available, nor shall more than one such form be
                     required to be filed in any 12-month period.

                          (b) The Company shall not be required to have a
                     special audit of its financial statements for inclusion in
                     such Registration Statement: but if the rules and
                     regulations of the Commission otherwise require such a
                     special audit, the Company may delay the filing or
                     effectiveness of the Registration Statement until such time
                     as the Company receives its audited financial statements
                     for its then current fiscal year.

                          (c) The Company shall not be required to effect any
                     registration in accordance with paragraph 10D(1) hereof if
                     (i) in the written opinion of counsel to the Company such
                     registration may not be appropriately effected in light of
                     any material pending transaction of the Company or its
                     subsidiaries, or (ii) any registration of any underwritten
                     public offering of securities made on behalf of the Company
                     has become effective within ninety (90) days prior to the
                     anticipated effective date of any registration requested
                     pursuant to paragraph 10D(1) hereof.

                     10E. Incidental Registration.

                          (1) Whenever the Company proposes to file on its
                     behalf and/or on behalf of any of its security holders a
                     Registration Statement under the Securities Act on Forms
                     S-1, S-2 or S-3 (other than in connection with a
                     registration of securities on Form S-8) (or on any other
                     form for the general registration of securities to be sold
                     for cash) with respect to its Common Shares (as defined in
                     Section 3(a)(11) of the Securities Exchange Act of 1934),
                     the Company shall give written notice to each holder of
                     Restricted Securities at least 30 days before the filing
                     with the Commission of such Registration Statement, which
                     notice shall set forth the intended method of disposition
                     of the securities proposed to be registered. The notice
                     shall offer to include in such filing such number of
                     Restricted Shares as such holders may request subject to
                     the limitation in paragraph 10E(2). Each holder desiring to
                     have Restricted Shares registered under this paragraph 10E
                     shall (i) advise the Company in writing within 20 days
                     after the date of receipt of such offer from the Company,
                     setting forth the number of Restricted Shares for which


                                       12
<PAGE>
                     registration is requested and the intended method of
                     disposition thereof, and (ii) deliver to the Company a
                     letter from counsel to such holder to the effect that
                     registration under the Securities Act is or may be
                     required. The Company shall thereupon include in such
                     filing, subject to the limitation in paragraph 10E(2), the
                     Restricted Shares proposed to be offered for sale by each
                     Seller making such request in accordance with its intended
                     method of disposition as stated in such request, and shall
                     use its best efforts to effect registration under the
                     Securities Act of such securities.

                          (2) The Company shall, as soon as practicable after
                     the expiration of the 20-day period provided for in
                     paragraph 10E(1), furnish each Seller with a written
                     statement from its managing or principal underwriter, if
                     any, as to the Maximum Includable Shares. If (x) the total
                     number of Common Shares which the Company proposes to
                     include in such Registration Statement plus (y) the total
                     number of Restricted Shares for which registration has been
                     requested pursuant to paragraph 10E(1) is in excess of the
                     Maximum Includable Shares, the number of shares (including
                     Restricted Shares) to be included in such underwritten
                     offering shall be determined as follows:

                          (a) No reduction shall be made in the number of shares
                     to be registered for the account of the Company.

                          (b) Each Seller of Restricted Shares may include in
                     the number of Common Shares comprising the balance of the
                     Maximum Includable Shares that number of Common Shares
                     determined by multiplying (i) the balance of such Maximum
                     Includable Shares by (ii) a fraction the numerator of which
                     shall be the number of Common Shares then owned by such
                     Seller (adjusted to give effect to exercise of all warrants
                     and conversion of all convertible securities then owned by
                     such Seller) and the denominator of which is the number of
                     Common Shares (as similarly adjusted as to all Sellers)
                     owned by all Sellers.

                     10F. General. If and whenever the Company is required by
           the provisions of this paragraph 10 to use its best efforts to effect
           the registration of any of its securities under the Securities Act,
           the Company shall, as expeditiously as possible:

                     (1) prepare and file with the Commission a Registration
           Statement with respect to such securities and use its best efforts to
           cause such Registration Statement to become and remain effective;

                     (2) prepare and file with the Commission such amendments
           and supplements to such Registration Statement and the Prospectus
           used in connection therewith as may be necessary to keep such
           Registration Statement effective for the shorter of 30 days or the
           completion of the distribution and to comply with the provisions of
           the Securities Act with respect to the disposition of all securities
           covered by such Registration Statement in accordance with the
           intended method of disposition by the Seller or Sellers thereof set
           forth in such Registration Statement for such period;

                     (3) furnish to each Seller such number of copies of the
           Prospectus contained in such Registration Statement (including each
           preliminary prospectus), in conformity with the requirements of the
           Securities Act, and such other documents as such Seller may
           reasonably request in order to facilitate the disposition of the
           securities owned by such Seller;


                                       13
<PAGE>
                     (4) use its best efforts to register or qualify the
           Restricted Shares covered by such Registration Statement under the
           securities or blue sky laws of such jurisdictions as the Sellers
           shall reasonably request, and do any and all other acts and things
           which may be necessary or advisable to enable the Sellers to
           consummate the disposition in such jurisdictions of such Restricted
           Shares during the period provided in paragraph 10F(2); and

                     (5) (a) notify each Seller of any Restricted Shares covered
           by such Registration Statement, at any time when a Prospectus
           relating thereto is required to be delivered under the Securities
           Act, of the happening of any event as a result of which the
           Prospectus contained in such Registration Statement, as then in
           effect, includes any untrue statement of a material fact or omits to
           state any material fact required to be stated therein or necessary to
           make the statements therein not misleading in the light of the
           circumstances then existing, and (b) at the request of any such
           Seller prepare and furnish to such Seller a reasonable number of
           copies of any supplement to or amendment of such Prospectus that may
           be necessary so that, as thereafter delivered to the purchasers of
           such shares, such Prospectus shall not include any untrue statement
           of a material fact or omit to state any material fact required to be
           stated therein or necessary to make the statements therein not
           misleading in the light of the circumstances then existing.

                     10G. Expenses. If and whenever the Company is required by
           the provisions of this paragraph 10 to effect the registration of any
           Restricted Shares under the Securities Act, the Company shall pay all
           expenses arising out of or related to the preparation, filing,
           amendment and supplementing of a Registration Statement, including,
           without limitation, all legal and accounting fees, Commission filing
           fees, NASD filing fees, printing costs, registration or qualification
           fees and expenses to comply with "blue sky" or other state securities
           laws, the fees of other experts and any reasonable expenses or other
           compensation paid to the underwriters (other than those required by
           the next succeeding sentence to be paid by the Sellers). Each Seller
           shall be required to bear underwriting commissions and discounts and
           transfer taxes, if any, payable in connection with the sale of
           Restricted Shares.

                     10H. Indemnification. In the event of the registration of
           any Restricted Shares under the Securities Act pursuant to the
           provisions of this paragraph 10, the Company agrees to indemnify and
           hold harmless the Seller of such Restricted Shares, each underwriter,
           if any, of such Restricted Shares, and each person who controls such
           Seller or any such underwriter within the meaning of section 15 of
           the Securities Act, from and against any and all losses, claims,
           damages or liabilities, joint or several, to which such Seller,
           underwriter or controlling person may become subject under the
           Securities Act or the common law or otherwise, insofar as such
           losses, claims, damages or liabilities (or actions in respect
           thereof) arise out of or are based upon any untrue statement or
           alleged untrue statement of any material fact contained in any
           Registration Statement under which such Restricted Shares were
           registered under the Securities Act, or any Prospectus or preliminary
           prospectus contained therein, or any amendment or supplement thereto,
           or arise out of or are based upon the omission or alleged omission to
           state therein a material fact required to be stated therein or
           necessary to make the statements therein not misleading; and will
           reimburse such Seller, each such underwriter, and each such
           controlling person for any legal or any other expenses reasonably
           incurred by such Seller, underwriter or controlling person in
           connection with investigating or defending any such loss, claim,
           damage, liability or action; provided, however, that the Company will
           not be liable in any such case to the extent that any such loss,
           claim, damage or liability arises out of or is based upon an untrue
           statement or alleged untrue statement or omission or alleged omission
           made in such Registration Statement, such Prospectus or preliminary
           prospectus or such amendment or supplement in reliance upon and in


                                       14
<PAGE>
           conformity with written information furnished to the Company by such
           Seller, underwriter or controlling person specifically for use in
           preparation thereof; and provided further, however, that this
           indemnity agreement with respect to any preliminary prospectus shall
           not inure to the benefit of any such underwriter (or any person who
           so controls such underwriter) for any such loss, claim, damage,
           liability or action asserted by a person who purchased any Restricted
           Shares from such underwriter if a copy of the final Prospectus was
           not delivered or given to such person by such underwriter at or prior
           to the written confirmation of the sale to such person.

                     In the event of the registration of any Restricted Shares
           under the Securities Act pursuant to the provisions hereof, each
           Seller of Restricted Shares agrees to indemnify and hold harmless and
           to use its best efforts to cause each underwriter, if any, of such
           Restricted Shares and each person who controls such Seller or any
           such underwriter within the meaning of section 15 of the Securities
           Act, to indemnify and hold harmless the Company, each person who
           controls the Company within the meaning of section 15 of the
           Securities Act, each of its officers who signs the Registration
           Statement, and each director of the Company from and against any and
           all losses, claims, damages or liabilities, joint or several, to
           which the Company, such controlling person or any such officer or
           director may become subject under the Securities Act or the common
           law or otherwise, insofar as such losses, claims, damages or
           liabilities (or action in respect thereof) arise out of or are based
           upon any untrue statement or alleged untrue statement of any material
           fact contained in any Registration Statement under which such
           Restricted Shares were registered under the Securities Act, any
           Prospectus or preliminary prospectus contained therein, or amendment
           or supplement thereto, or arise out of or are based upon the omission
           or alleged omission to state therein a material fact required to be
           stated therein or necessary to make the statements therein not
           misleading, which untrue statement or alleged untrue statement or
           omission or alleged omission was made therein in reliance upon and in
           conformity with, written information furnished to the Company by such
           Seller, controlling person or underwriter, specifically for use in
           connection with the preparation thereof; and will reimburse the
           Company, such controlling person and each such officer and director
           for any legal or other expenses reasonably incurred by them in
           connection with investigating or defending any such loss, claim,
           damage, liability or action.

                     Promptly after receipt by an indemnified party of notice of
           the commencement of any action such indemnified party will, if a
           claim in respect thereof is to be made against an indemnifying party,
           give written notice to such indemnifying party of the commencement
           thereof, but the omission so to notify the indemnifying party will
           not relieve it from any liability which it may have to any
           indemnified party otherwise than pursuant to the provisions of this
           paragraph 10H. In case any such action is brought against any
           indemnified party, and it notifies any indemnifying party of the
           commencement thereof, the indemnifying party will be entitled to
           participate in, and to the extent that it may wish, jointly with any
           other indemnifying party similarly notified, to assume the defense
           thereof, with counsel satisfactory to such indemnified party, and
           after notice from the indemnifying party to such indemnified party of
           its election so to assume the defense thereof, the indemnifying party
           will not be liable to such indemnified party for any legal or other
           expenses subsequently incurred by such indemnified party in
           connection with the defense thereof, other than the reasonable cost
           of investigation.


                                       15
<PAGE>
                     10I. Transferees. In the event that this Warrant or any of
           the Restricted Shares purchased upon exercise of this Warrant shall
           at any time be transferred by the holder hereof or thereof other than
           pursuant to an effective Registration Statement, the rights herein
           conferred shall extend to the transferee of such securities.

           11. Descriptive Headings and Governing Law. The descriptive headings
of the several paragraphs of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. This Warrant is being delivered and is
intended to be performed in the State of New York and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of such State.

           IN WITNESS WHEREOF, LEUCADIA NATIONAL CORPORATION has caused this
Warrant to be signed by its duly authorized officers under its corporate seal,
and this Warrant to be dated May 16, 2000.




                                         LEUCADIA NATIONAL CORPORATION

                                         By:
                                             ---------------------------------


ATTEST:
        ----------------------------
        Secretary












                                       16
<PAGE>
                             SUBSCRIPTION AGREEMENT

                                                        Date         ,

TO:        Leucadia National Corporation

           The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase Common Shares covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant.

                                                    Signature
                                                               ----------------
                                                    Address
                                                            -------------------

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


                                   ASSIGNMENT

           FOR VALUE RECEIVED     hereby sells, assigns and transfers all of the
rights of the undersigned under the within Warrant, with respect to the number
of Common Shares covered thereby set forth hereinbelow unto:


       Name of Assignee                Address                 No. of Shares
       ----------------                -------                 -------------




Dated:           ,


                                               Signature
                                                          ---------------------
                                               Witness
                                                        -----------------------





                                       17
<PAGE>
                                                                    APPENDIX 1


                          PART III OF ARTICLE FOURTH OF
                       THE CERTIFICATE OF INCORPORATION OF
                          LEUCADIA NATIONAL CORPORATION



                           III. TRANSFER RESTRICTIONS

           (a) Certain Definitions. As used in this Part III of Article FOURTH,
the following terms have the following respective meanings:

           "Corporation Securities" means (i) shares of common stock of the
Corporation, (ii) shares of preferred stock of the Corporation, (iii) warrants,
rights, or options (within the meaning of Treasury Regulation
ss.1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other
interests that would be treated as "stock" of the Corporation pursuant to
Treasury Regulation ss.1.382-2T(f)(18).

           "Percentage Stock Ownership" means percentage stock ownership as
determined in accordance with Treasury Regulation ss.1.382-2T(g), (h), (j), and
(k).

           "Five-Percent Shareholder" means a Person or group of Persons that is
identified as a "5-percent shareholder" of the Corporation pursuant to Treasury
Regulation ss.1.382-2T(g)(1).

           "Person" means an individual, corporation, estate, trust,
association, company, partnership, joint venture or similar organization.

           "Prohibited Transfer" means any purported Transfer of Corporation
Securities to the extent that such Transfer is prohibited and void under this
Part III of Article FOURTH.

           "Restriction Release Date" means the earlier of December 31, 2005,
the repeal of Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code") (and any comparable successor provision) ("Section 382"), or the
beginning of a taxable year of the Corporation (or any successor thereof) to
which no Tax Benefits may be carried forward.

           "Tax Benefits" means the net operating loss carryovers, capital loss
carryovers, general business credit carryovers, alternative minimum tax credit
carryovers and foreign tax credit carryovers, as well as any "net unrealized
built-in loss" within the meaning of Section 382, of the Corporation or any
direct or indirect subsidiary thereof.

           "Transfer" means any direct or indirect sale, transfer, assignment,
conveyance, pledge, or other disposition. A Transfer also shall include the
creation or grant of an option (within the meaning of Treasury Regulation
ss.1.382-2T(h)(4)(v)). A Transfer shall not include an issuance or grant of
Corporation Securities by the Corporation.

           "Treasury Regulation ss.1.382-2T" means the temporary income tax
regulations promulgated under Section 382, and any successor regulations.
References to any subsection of such regulations include references to any
successor subsection thereof.

           (b) Restrictions. Any attempted Transfer of Corporation Securities
prior to the Restriction Release Date, or any attempted Transfer of Corporation
Securities pursuant to an agreement entered into prior to the Restriction
Release Date, shall be prohibited and void ab initio to the extent that, as a
result of such Transfer (or any series of Transfers of which such Transfer is a
part), either (1) any Person or group of Persons shall become a Five-Percent


<PAGE>
Shareholder, or (2) the Percentage Stock Ownership interest in the Corporation
of any Five-Percent Shareholder shall be increased; provided, however, that
nothing herein contained shall preclude the settlement of any transaction
entered into through the facilities of the New York Stock Exchange, Inc. in the
Corporation Securities.

           (c) Certain Exceptions. The restrictions set forth in paragraph (b)
of this Part III of Article FOURTH shall not apply to an attempted Transfer if
the transferor or the transferee obtains the approval of the Board of Directors
of the Corporation. As a condition to granting its approval, the Board of
Directors may, in its discretion, require an opinion of counsel selected by the
Board of Directors that the Transfer shall not result in the application of any
Section 382 limitation on the use of the Tax Benefits.

           (d) Treatment of Excess Securities.

           (i) No employee or agent of the Corporation shall record any
Prohibited Transfer, and the purported transferee of such a Prohibited Transfer
(the "Purported Transferee") shall not be recognized as a shareholder of the
Corporation for any purpose whatsoever in respect of the Corporation Securities
which are the subject of the Prohibited Transfer (the "Excess Securities").
Until the Excess Securities are acquired by another Person in a Transfer that is
not a Prohibited Transfer, the Purported Transferee shall not be entitled with
respect to such Excess Securities to any rights of shareholders of the
Corporation, including without limitation, the right to vote such Excess
Securities and to receive dividends or distributions, whether liquidating or
otherwise, in respect thereof, if any. Once the Excess Securities have been
acquired in a Transfer that is not a Prohibited Transfer, the Securities shall
cease to be Excess Securities.

           (ii) If the Board of Directors determines that a Transfer of
Corporation Securities constitutes a Prohibited Transfer then, upon written
demand by the Corporation, the Purported Transferee shall transfer or cause to
be transferred any certificate or other evidence of ownership of the Excess
Securities within the Purported Transferee's possession or control, together
with any dividends or other distributions that were received by the Purported
Transferee from the Corporation with respect to the Excess Securities
("Prohibited Distributions"), to an agent designated by the Board of Directors
(the "Agent"). The Agent shall thereupon sell to a buyer or buyers, which may
include the Corporation, the Excess Securities transferred to it in one or more
arm's-length transactions (over the New York Stock Exchange, if possible);
provided, however, that the Agent shall effect such sale or sales in an orderly
fashion and shall not be required to effect any such sale within any specific
time frame if, in the Agent's discretion, such sale or sales would disrupt the
market for the Corporation Securities or otherwise would adversely affect the
value of the Corporation Securities. If the Purported Transferee has resold the
Excess Securities before receiving the Corporation's demand to surrender the
Excess Securities to the Agent, the Purported Transferee shall be deemed to have
sold the Excess Securities for the Agent, and shall be required to transfer to
the Agent any Prohibited Distributions and the proceeds of such sale, except to
the extent that the Agent grants written permission to the Purported Transferee
to retain a portion of such sales proceeds not exceeding the amount that the
Purported Transferee would have received from the Agent pursuant to paragraph
(d)(iii) of this Article FOURTH if the Agent rather than the Purported
Transferee had resold the Excess Securities.

           (iii) The Agent shall apply any proceeds of a sale by it of Excess
Securities and, if the Purported Transferee had previously resold the Excess
Securities, any amounts received by it from a Purported Transferee, as follows:
(1) first, such amounts shall be paid to the Agent to the extent necessary to
cover its costs and expenses incurred in connection with its duties hereunder;
(2) second, any remaining amounts shall be paid to the Purported Transferee, up
to the amount paid by the Purported Transferee for the Excess Securities (or the


                                       2
<PAGE>
fair market value, calculated on the basis of the closing market price for
Corporation Securities on the day before the Transfer, of the Excess Securities
at the time of the attempted Transfer to the Purported Transferee by gift,
inheritance, or similar Transfer), which amount (or fair market value) shall be
determined in the discretion of the Board of Directors; and (3) third, any
remaining amounts, subject to the limitations imposed by the following proviso,
shall be paid to the Leucadia Foundation; provided, however, that (i) if the
Leucadia Foundation shall have terminated prior to its receipt of such amounts,
such remaining amounts shall be paid to one or more organizations qualifying
under Section 501(c)(3) of the Code (and any comparable successor provision)
("Section 501(c)(3)") selected by the Board of Directors, and (ii) if the Excess
Securities (including any Excess Securities arising from a previous Prohibited
Transfer not sold by the Agent in a prior sale or sales), represent a 5% or
greater Percentage Stock Ownership interest in any class of Corporation
Securities, then any such remaining amounts to the extent attributable to the
disposition of the portion of such Excess Securities exceeding a 4.99 Percentage
Stock Ownership interest in such class shall be paid to one or more
organizations qualifying under Section 501(c)(3) selected by the Board of
Directors. The recourse of any Purported Transferee in respect of any Prohibited
Transfer shall be limited to the amount payable to the Purported Transferee
pursuant to clause (2) of the preceding sentence. In no event shall the proceeds
of any sale of Excess Securities pursuant to this Part III of Article FOURTH
inure to the benefit of the Corporation.

           (iv) If the Purported Transferee fails to surrender the Excess
Securities or the proceeds of a sale thereof to the Agent within thirty business
days from the date on which the Corporation makes a demand pursuant to paragraph
(d)(ii) of this Article, then the Corporation shall institute legal proceedings
to compel the surrender.

           (v) The Corporation shall make the demand described in paragraph
(d)(ii) of this Part III of Article FOURTH within thirty days of the date on
which the Board of Directors determines that the attempted Transfer would result
in Excess Securities; provided, however, that if the Corporation makes such
demand at a later date, the provisions of this Part III of Article FOURTH shall
apply nonetheless.

           (e) Bylaws, Legends, Etc.

           (i) The Bylaws of the Corporation shall make appropriate provisions
to effectuate the requirements of this Part III of Article FOURTH.

           (ii) All certificates representing Corporation Securities issued
after the effectiveness of this Part III of Article FOURTH shall bear a
conspicuous legend as follows:

                     THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS
                     SUBJECT TO RESTRICTIONS PURSUANT TO PART III OF ARTICLE
                     FOURTH OF THE CERTIFICATE OF INCORPORATION OF LEUCADIA
                     NATIONAL CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK
                     OF THIS CERTIFICATE.

           (iii) The Board of Directors of the Corporation shall have the power
to determine all matters necessary to determine compliance with this Part III of
Article FOURTH, including without limitation (1) whether a new Five-Percent
Shareholder would be required to be identified in certain circumstances, (2)
whether a Transfer is a Prohibited Transfer, (3) the Percentage Stock Ownership
in the Corporation of any Five-Percent Shareholder, (4) whether an instrument
constitutes a Corporation Security, (5) the amount (or fair market value) due to
a Purported Transferee pursuant to clause (2) of paragraph (d)(iii) of this Part


                                       3
<PAGE>
III of Article FOURTH, and (6) any other matters which the Board of Directors
determines to be relevant; and the good faith determination of the Board of
Directors on such matters shall be conclusive and binding for all the purposes
of this Part III of Article FOURTH.







                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  Schedule  contains  summary  financial information  extracted  from  the
financial  statements contained in the body of the accompanying Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                      1,000

<S>                                                 <C>
<PERIOD-TYPE>                                     6-MOS
<FISCAL-YEAR-END>                           DEC-31-1999
<PERIOD-END>                                JUN-30-2000
<CASH>                                          137,346
<SECURITIES>                                  1,269,342
<RECEIVABLES>                                 1,031,078
<ALLOWANCES>                                          0
<INVENTORY>                                           0
<CURRENT-ASSETS>                                      0
<PP&E>                                          188,908
<DEPRECIATION>                                        0
<TOTAL-ASSETS>                                3,224,168
<CURRENT-LIABILITIES>                                 0
<BONDS>                                         587,153
<PREFERRED-MANDATORY>                                 0
<PREFERRED>                                           0
<COMMON>                                         55,297
<OTHER-SE>                                    1,093,416
<TOTAL-LIABILITY-AND-EQUITY>                  3,224,168
<SALES>                                          35,072
<TOTAL-REVENUES>                                293,890
<CGS>                                            21,439
<TOTAL-COSTS>                                    86,116
<OTHER-EXPENSES>                                122,482
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                               28,297
<INCOME-PRETAX>                                  56,995
<INCOME-TAX>                                     19,695
<INCOME-CONTINUING>                              34,539
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                     562
<CHANGES>                                             0
<NET-INCOME>                                     35,101
<EPS-BASIC>                                         .63
<EPS-DILUTED>                                       .63



</TABLE>
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