<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>lnc2q02q.txt
<DESCRIPTION>LNC 2ND QTR. 2002 10-Q
<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, 2002

                                       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 5, 2002: 55,346,343.



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2002 and December 31, 2001
(Dollars in thousands, except par value)

<TABLE>
<CAPTION>

                                                                                         June 30,         December 31,
                                                                                           2002               2001
                                                                                        -----------       ----------
                                                                                       (Unaudited)
<S>                                                                                        <C>               <C>

ASSETS
Investments:
   Available for sale (aggregate cost of $662,213 and $579,342)                        $  716,931        $  626,584
   Trading securities (aggregate cost of $36,587 and $68,547)                              32,367            63,850
   Held to maturity (aggregate fair value of $359 and $1,665)                                 359             1,666
   Other investments, including accrued interest income                                     7,729            14,949
                                                                                       ----------        ----------
       Total investments                                                                  757,386           707,049
Cash and cash equivalents                                                                 483,853           373,222
Trade, notes and other receivables, net                                                   505,301           596,229
Prepaids and other assets                                                                 213,330           227,709
Property, equipment and leasehold improvements, net                                       170,605           162,158
Investments in associated companies                                                       348,228           358,761
Net assets of discontinued operations                                                       --               43,959
                                                                                       ----------        ----------

           Total                                                                       $2,478,703        $2,469,087
                                                                                       ==========        ==========

LIABILITIES
Customer banking deposits                                                              $  468,025        $  476,495
Trade payables and expense accruals                                                        74,537            74,988
Other liabilities                                                                         198,992           215,689
Income taxes payable                                                                       98,248           124,692
Deferred tax liability                                                                     25,470            17,051
Debt, including current maturities                                                        250,777           252,279
                                                                                         --------        ----------
       Total liabilities                                                                1,116,049         1,161,194
                                                                                       ----------        ----------

Commitments and contingencies

Minority interest                                                                          11,068            14,240
                                                                                       ----------        ----------
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;
   55,343,843 and 55,318,257 shares issued and outstanding, after
   deducting 63,120,448 and 63,117,584 shares held in treasury                             55,344            55,318
Additional paid-in capital                                                                 55,311            54,791
Accumulated other comprehensive income                                                     32,225            14,662
Retained earnings                                                                       1,110,506         1,070,682
                                                                                       ----------        ----------
       Total shareholders' equity                                                       1,253,386         1,195,453
                                                                                       ----------        ----------

           Total                                                                       $2,478,703        $2,469,087
                                                                                       ==========        ==========


</TABLE>



             See notes to interim consolidated financial statements.


                                       2
<PAGE>


LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
For the periods ended June 30, 2002 and 2001
(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,
                                                                                    ---------------------      ---------------------
                                                                                       2002          2001       2002         2001
                                                                                       ----          ----       ----         ----
<S>                                                                                     <C>         <C>           <C>          <C>

Revenues:
   Manufacturing                                                                   $  13,915    $  12,613    $  26,303    $  26,261
   Finance                                                                            23,002       28,898       47,706       56,610
   Investment and other income                                                        36,692       47,387       66,173       87,586
   Equity in income of associated companies                                           25,055       18,509       55,585       26,824
   Net securities gains (losses)                                                      (3,292)      10,415      (12,298)      13,034
                                                                                   ---------    ---------    ---------    ---------
                                                                                      95,372      117,822      183,469      210,315
                                                                                   ---------    ---------    ---------    ---------

Expenses:
   Manufacturing cost of goods sold                                                    9,140        8,346       17,432       18,034
   Interest                                                                            8,922       12,436       17,510       24,647
   Salaries                                                                            9,660       11,240       20,228       23,833
   Selling, general and other expenses                                                35,439       38,896       76,338       76,371
                                                                                   ---------    ---------    ---------    ---------
                                                                                      63,161       70,918      131,508      142,885
                                                                                   ---------    ---------    ---------    ---------
       Income from continuing operations before income taxes, minority
        expense of trust preferred securities and cumulative effect
        of a change in accounting principle                                           32,211       46,904       51,961       67,430
Income taxes                                                                          11,402       15,046       18,468       22,404
                                                                                   ---------    ---------    ---------    ---------
       Income from continuing operations before minority expense of trust
        preferred securities and cumulative effect of a change
        in accounting principle                                                       20,809       31,858       33,493       45,026
Minority expense of trust preferred securities, net of taxes                           1,380        1,380        2,761        2,761
                                                                                   ---------    ---------    ---------    ---------
       Income from continuing operations before cumulative effect
        of a change in accounting principle                                           19,429       30,478       30,732       42,265
Income (loss) from discontinued operations, net of taxes                               3,140       (4,604)       4,580      (36,289)
Gain on disposal of discontinued operations, net of taxes                              4,512         --          4,512         --
                                                                                   ---------    ---------    ---------    ---------
       Income before cumulative effect of a change in accounting principle            27,081       25,874       39,824        5,976
Cumulative effect of a change in accounting principle                                   --           --           --            411
                                                                                   ---------    ---------    ---------    ---------
       Net income                                                                  $  27,081    $  25,874    $  39,824    $   6,387
                                                                                   =========    =========    =========    =========

Basic earnings (loss) per common share:
   Income from continuing operations before cumulative effect of a
    change in accounting principle                                                 $     .35    $     .55    $     .56    $     .76
   Income (loss) from discontinued operations                                            .06         (.08)         .08         (.65)
   Gain on disposal of discontinued operations                                           .08         --            .08         --
   Cumulative effect of a change in accounting principle                                --           --           --            .01
                                                                                   ---------    ---------    ---------    ---------
       Net income                                                                  $     .49    $     .47    $     .72    $     .12
                                                                                   =========    =========    =========    =========

Diluted earnings (loss) per common share:
   Income from continuing operations before cumulative effect of a
    change in accounting principle                                                 $     .35    $     .55    $     .56    $     .76
   Income (loss) from discontinued operations                                            .06         (.08)         .08         (.65)
   Gain on disposal of discontinued operations                                           .08         --            .08         --
   Cumulative effect of a change in accounting principle                                --           --           --            .01
                                                                                   ---------    ---------    ---------    ---------
       Net income                                                                  $     .49    $     .47    $     .72    $     .12
                                                                                   =========    =========    =========    =========

</TABLE>


             See notes to interim consolidated financial statements.

                                       3
<PAGE>


LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the six months ended June 30, 2002 and 2001
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>

                                                                                               2002                2001
                                                                                               ----                ----
<S>                                                                                            <C>                <C>

Net cash flows from operating activities:
Net income                                                                                  $  39,824         $   6,387
Adjustments to reconcile net income to net cash provided by operations:
 Cumulative effect of a change in accounting principle                                           --                (411)
 Provision (benefit) for deferred income taxes                                                  6,316            (3,438)
 Depreciation and amortization of property, equipment and leasehold improvements                9,350             7,741
 Other amortization (primarily related to investments)                                           (474)           (7,000)
 Provision for doubtful accounts                                                               11,440            16,448
 Net securities (gains) losses                                                                 12,298           (13,034)
 Equity in income of associated companies                                                     (55,585)          (26,824)
 Gain on disposal of real estate, property and equipment, and other assets                    (11,859)          (16,172)
 Gain on disposal of discontinued operations                                                   (4,512)             --
 Investments classified as trading, net                                                        56,177            (3,687)
 Net change in:
   Trade and other receivables                                                                  3,676              (793)
   Prepaids and other assets                                                                      546            (3,454)
   Trade payables and expense accruals                                                         (2,065)          (30,821)
   Other liabilities                                                                             (106)           31,661
   Income taxes payable                                                                       (26,808)           (5,091)
Other                                                                                           1,489             2,882
Net change in net assets of discontinued operations                                            (5,384)           54,654
                                                                                             --------         ---------
   Net cash provided by operating activities                                                   34,323             9,048
                                                                                             --------         ---------

Net cash flows from investing activities:
Acquisition of real estate, property and equipment, and other assets                          (19,789)          (24,196)
Proceeds from disposals of real estate, property and equipment, and other assets               44,875            45,551
Proceeds from sale of discontinued operations                                                  66,241              --
Advances on loan receivables                                                                  (48,381)         (164,129)
Principal collections on loan receivables                                                      93,734            95,908
Advances on notes receivables                                                                    (650)           (2,584)
Collections on notes receivables                                                                   74            38,622
Investments in associated companies                                                            (1,506)           (5,714)
Distributions from associated companies                                                        36,470            50,709
Purchases of investments (other than short-term)                                             (478,784)         (638,801)
Proceeds from maturities of investments                                                       324,449           158,966
Proceeds from sales of investments                                                             69,333           124,516
                                                                                            ---------         ---------
   Net cash provided by (used for) investing activities                                        86,066          (321,152)
                                                                                            ---------         ---------

Net cash flows from financing activities:
Net change in customer banking deposits                                                        (7,794)           29,681
Issuance of long-term debt, net of issuance costs                                               6,145            53,979
Reduction of long-term debt                                                                    (8,163)           (4,048)
Purchase of common shares for treasury                                                            (98)              (34)
                                                                                            ---------         ---------
   Net cash provided by (used for) financing activities                                        (9,910)           79,578
                                                                                            ---------         ---------
Effect of foreign exchange rate changes on cash                                                   152              (457)
                                                                                            ---------         ---------
   Net increase (decrease) in cash and cash equivalents                                       110,631          (232,983)
Cash and cash equivalents at January 1,                                                       373,222           475,367
                                                                                            ---------         ---------
Cash and cash equivalents at June 30,                                                       $ 483,853         $ 242,384
                                                                                            =========         =========

</TABLE>


             See notes to interim consolidated financial statements.


                                       4
<PAGE>




LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity
For the six months ended June 30, 2002 and 2001
(In thousands, except par value)
(Unaudited)
<TABLE>
<CAPTION>



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

<S>                                                            <C>           <C>             <C>              <C>          <C>
Balance, January 1, 2001                                    $ 55,297     $ 54,340        $   2,585        $1,092,019    $1,204,241
                                                                                                                        ----------
Comprehensive loss:
   Net change in unrealized gain (loss) on investments                                      (7,632)                         (7,632)
   Net change in unrealized foreign exchange gain (loss)                                   (10,286)                        (10,286)
   Net change in unrealized gain (loss) on derivative
    instruments (including the cumulative effect of a
    change in accounting principle of $1,371)                                                 (139)                           (139)
   Net income                                                                                                  6,387         6,387
                                                                                                                         ---------
     Comprehensive loss                                                                                                    (11,670)
                                                                                                                         ---------
Exercise of options to purchase common shares                     17          376                                              393
Purchase of stock for treasury                                    (1)         (33)                                             (34)
                                                            --------     --------        ---------        ----------     ---------

Balance, June 30, 2001                                      $ 55,313     $ 54,683        $ (15,472)       $1,098,406    $1,192,930
                                                            ========     ========        =========        ==========    ==========

Balance, January 1, 2002                                    $ 55,318     $ 54,791        $  14,662        $1,070,682    $1,195,453
                                                                                                                        ----------
Comprehensive income:
   Net change in unrealized gain (loss) on investments                                       4,315                           4,315
   Net change in unrealized foreign exchange gain (loss)                                    14,209                          14,209
   Net change in unrealized gain (loss) on derivative
    instruments                                                                               (961)                           (961)
   Net income                                                                                                 39,824        39,824
                                                                                                                        ----------
     Comprehensive income                                                                                                   57,387
                                                                                                                        ----------
Exercise of options to purchase common shares                     29          615                                              644
Purchase of stock for treasury                                    (3)         (95)                                             (98)
                                                            --------    ---------        ---------        ----------    ----------

Balance, June 30, 2002                                      $ 55,344    $  55,311        $  32,225        $1,110,506    $1,253,386
                                                            ========    =========        =========        ==========    ==========


</TABLE>





             See notes to interim consolidated financial statements.

                                       5
<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, 2001,  which are included in the Company's Annual Report filed
     on Form 10-K for such year (the "2001  10-K").  Results of  operations  for
     interim  periods  are not  necessarily  indicative  of  annual  results  of
     operations.  The  consolidated  balance  sheet  at  December  31,  2001 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 2002 presentation.

2.   During the second  quarter of 2002, the Company sold its interest in Fidei,
     its foreign real estate  subsidiary,  to an unrelated third party for total
     proceeds of 70,400,000 Euros ($66,200,000),  which resulted in an after tax
     gain on the sale  reflected in results of operations of $4,500,000  for the
     six and three  month  periods  ended  June 30,  2002,  and an  increase  to
     shareholders' equity of $12,100,000 as of June 30, 2002. In connection with
     this transaction, the Company classified its foreign real estate operations
     as  discontinued  operations  and,  accordingly,   prior  period  financial
     statements have been reclassified to conform with this presentation.

     Prior  to the  sale,  the  Company  had  recorded  an  unrealized  loss  in
     accumulated other comprehensive income of $7,600,000,  relating to currency
     translation  adjustments  and a  deferred  gain  resulting  from the  early
     termination of a currency swap  agreement.  Upon the sale,  this unrealized
     loss was recognized in results of  operations,  reducing the after tax gain
     on the sale for the six and three month periods ended June 30, 2002,  while
     increasing shareholders' equity as of June 30, 2002.

     In  connection  with  receiving  the sale  proceeds  in Euros,  the Company
     entered  into a  participating  currency  derivative  that upon  expiration
     provides  for the Company to receive a minimum of  $65,100,000  in exchange
     for 70,000,000  Euros.  If the Euro should  appreciate in value relative to
     the dollar above $.93,  the derivative  contract  provides that the Company
     will receive 75% of such  appreciation.  Included in  investment  and other
     income for the periods  ended June 30, 2002,  is a net gain of  $2,100,000,
     representing  the  translation  gain  on the  Euros  held  by the  Company,
     partially offset by the mark-to-market  loss on the derivative contract and
     the premium paid to purchase the contract.

3.   Certain information concerning the Company's segments for the six and three
     month  periods  ended June 30, 2002 and 2001 is presented in the  following
     table.  Prior period amounts have been  reclassified  for the domestic real
     estate operations, which were previously included in Other Operations.

<TABLE>
<CAPTION>


                                                                               For the Three Month          For the Six Month
                                                                              Period Ended June 30,       Period Ended June 30,
                                                                              ---------------------        ---------------------
                                                                               2002           2001         2002            2001
                                                                               ----           ----         ----            ----
                                                                                               (In thousands)
<S>                                                                              <C>          <C>           <C>          <C>

Revenues:
   Banking and lending                                                       $ 24,723      $ 32,886     $  53,400     $  61,954
   Domestic real estate                                                        17,063        16,840        25,442        26,581
   Manufacturing                                                               13,931        12,657        26,339        26,356
   Other operations                                                            10,723        12,117        18,301        25,560
   Equity in associated companies                                              25,055        18,509        55,585        26,824
   Corporate (a)                                                                3,877        24,813         4,402        43,040
                                                                             --------      --------     ---------     ---------
       Total consolidated revenues                                           $ 95,372      $117,822     $ 183,469     $ 210,315
                                                                             ========      ========     =========     =========

                                                                                                                   (continued)
</TABLE>


                                       6
<PAGE>


Notes to Interim Consolidated Financial Statements, continued


<TABLE>
<CAPTION>


                                                                               For the Three Month          For the Six Month
                                                                              Period Ended June 30,       Period Ended June 30,
                                                                              ---------------------        ---------------------
                                                                               2002           2001         2002            2001
                                                                               ----           ----         ----            ----
                                                                                               (In thousands)
<S>                                                                              <C>          <C>           <C>          <C>
Income (loss) from continuing operations before income taxes,
 minority expense of trust preferred securities and cumulative
 effect of a change in accounting principle:
   Banking and lending                                                       $  6,445      $  5,789     $  10,510     $   5,070
   Domestic real estate                                                         8,854         9,200         9,097        12,244
   Manufacturing                                                                2,064           900         3,294         1,642
   Other operations                                                             2,514         2,969         2,806         8,615
   Equity in associated companies                                              25,055        18,509        55,585        26,824
   Corporate (a)                                                              (12,721)        9,537       (29,331)       13,035
                                                                              -------      --------     ---------      --------
       Total consolidated income from continuing operations before
        income taxes, minority expense of trust preferred securities
        and cumulative effect of a change in accounting principle             $32,211      $ 46,904     $  51,961      $ 67,430
                                                                              =======      ========     =========      ========

</TABLE>



(a)  Includes provisions that reduce net security gains (losses) by $19,700,000
     and $14,700,000 for the six and three month periods ended June 30, 2002,
     respectively, to write down investments in certain available for sale
     securities and an equity investment in a non-public fund.


4.   The Company accounts for its investment in Berkadia under the equity method
     of  accounting.  At June 30, 2002,  the book value of the Company's  equity
     investment in Berkadia was negative $98,800,000, which is included in other
     liabilities in the  consolidated  balance sheet. As more fully described in
     the 2001  10-K,  the  negative  carrying  amount  results  from  Berkadia's
     distribution of loan fees received and the Company's recognition in 2001 of
     its share of The FINOVA Group Inc.'s ("FINOVA") non-cash losses recorded by
     Berkadia,  partially  offset by the Company's  share of  Berkadia's  income
     related to Berkadia's  loan to FINOVA.  The Company has  guaranteed  10% of
     Berkadia's  debt  and,  although  the  Company  has no cash  investment  in
     Berkadia, it records its share of any losses recorded by Berkadia up to the
     amount of the guarantee. In 2001, Berkadia suspended its recognition of its
     share  of  FINOVA's  losses,   since  the  carrying  amount  of  Berkadia's
     investment  in FINOVA's  common  stock was reduced to zero.  As of July 31,
     2002, the outstanding amount of the guarantee was $265,000,000.

     For the six and three month periods ended June 30, 2002, the Company's
     equity in the income of Berkadia consists of the following (in thousands):


<TABLE>
<CAPTION>

                                                                                    For the Three             For the Six
                                                                                     Month Period            Month Period
                                                                                 Ended June 30, 2002       Ended June 30, 2002
                                                                                 -------------------      --------------------

<S>                                                                                        <C>                      <C>

     Net interest spread on the Berkadia loan - 10% of total                           $   1,500               $   3,600
     Amortization of Berkadia loan discount related to cash fees -
      50% of total                                                                         5,100                  12,200
     Amortization of Berkadia loan discount related to FINOVA
      stock - 50% of total                                                                 8,100                  19,300
                                                                                       ---------               ---------
            Equity in income of associated companies - Berkadia                        $  14,700               $  35,100
                                                                                       =========               =========
</TABLE>



                                       7
<PAGE>


Notes to Interim Consolidated Financial Statements, continued

     The  amortization  of the Berkadia loan discount has been  accelerated as a
     result of principal  payments on the  Berkadia  loan that were greater than
     expected at the time the loan was made. For the six and three month periods
     ended June 30, 2002,  the effect of this  acceleration  was to increase the
     Company's  equity in income of Berkadia by  approximately  $16,900,000  and
     $3,500,000,  respectively.  Loan  repayments  from  FINOVA are  unlikely to
     continue at the pace experienced to date.

5.   A summary of accumulated other comprehensive income (loss) at June 30, 2002
     and December 31, 2001 is as follows (in thousands):

<TABLE>
<CAPTION>

                                                                             June 30,         December 31,
                                                                               2002               2001
                                                                             ------            ----------
                        <S>                                                    <C>                <C>

          Net unrealized gains on investments                                $35,996           $ 31,681
          Net unrealized foreign exchange losses                              (2,403)           (16,612)
          Net unrealized losses on derivative instruments                     (1,368)              (407)
                                                                             -------           --------
                                                                             $32,225           $ 14,662
                                                                             =======           ========
</TABLE>

6.   Included in investment and other income for the six and three month periods
     ended June 30, 2002 are charges of $1,000,000 and $3,700,000, respectively,
     as a result of  accounting  for its  derivative  financial  instruments  in
     accordance with Statement of Financial  Accounting Standards No. 133 ("SFAS
     133"). Amounts for the six and three month periods ended June 30, 2001 were
     not material.

7.   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 55,328,000 and 55,304,000 for the six
     month periods ended June 30, 2002 and 2001,  respectively,  and  55,336,000
     and  55,309,000  for the three month  periods ended June 30, 2002 and 2001,
     respectively.  The  number of shares  used to  calculate  diluted  earnings
     (loss) per share amounts was  55,642,000  and  55,640,000 for the six month
     periods  ended June 30, 2002 and 2001,  respectively,  and  55,694,000  and
     55,635,000  for the  three  month  periods  ended  June 30,  2002 and 2001,
     respectively.

8.   Cash paid for interest  and income  taxes (net of refunds) was  $17,800,000
     and $37,300,000, respectively, for the six month period ended June 30, 2002
     and $24,500,000  and  $11,700,000,  respectively,  for the six month period
     ended June 30, 2001.

9.   As  disclosed  in the  2001  10-K,  in  connection  with  its  audit of the
     Company's  consolidated  federal  income  tax  returns  for the years  1996
     through 1999, the Internal  Revenue  Service  ("IRS") had issued Notices of
     Proposed   Adjustments   that,  if   sustained,   would  have  resulted  in
     approximately  $80,000,000 of tax, plus interest. The Company believes that
     it is adequately reserved for this exposure. In April 2002, the IRS revised
     these  Notices of  Proposed  Adjustments.  The  Company has agreed to these
     revised  Notices  of  Proposed  Adjustments,  as well as other  adjustments
     proposed by the IRS,  which in total  resulted in the payment of  $326,000.
     Although the Company has agreed to the IRS  adjustments,  until the statute
     of  limitations  expires on  December  31,  2002,  the IRS has the right to
     propose additional adjustments.

10.  In July 2002,  the  Company  agreed to sell its equity  interest in certain
     thoroughbred  racetrack  businesses  to a third  party for net  proceeds of
     approximately  $28,000,000  and form a joint venture with the buyer and the
     other sellers to pursue the  potential  development  of gaming  ventures in
     Maryland  (if  authorized  by state  law).  The  transaction  is subject to
     regulatory approvals,  legislative review and customary closing conditions,
     and is  expected  to close in the fall of 2002;  however,  there  can be no
     assurance that it will  ultimately be consummated or that, if  consummated,
     the joint venture will have any significant  value to the Company.  At June
     30,  2002,   the  Company's   equity   investment  in  the  businesses  was
     $11,400,000.

                                       8
<PAGE>


Notes to Interim Consolidated Financial Statements, continued

     In July 2002, the Company agreed to acquire approximately 45% of the common
     stock of Williams Communications Group, Inc. ("WCG") to be outstanding upon
     WCG's emergence from chapter 11 proceedings. These shares would be acquired
     pursuant to a claims purchase agreement with The Williams  Companies,  Inc.
     and an investment agreement with WCG, which filed for bankruptcy protection
     on  April  22,  2002.  Under  the  agreements,  which  will  be  part  of a
     comprehensive  restructuring of WCG, the Company's aggregate  investment in
     the WCG stock will be $330,000,000.  The restructuring  will be implemented
     through a plan of  reorganization  under chapter 11.  Consummation  of this
     transaction is subject to bankruptcy court approval of the agreements,  the
     chapter 11 plan and related  disclosure  statement and  consummation of the
     restructuring plan, as well as normal closing conditions (including receipt
     of third party consents),  other regulatory approvals, and negotiation of a
     WCG restructured credit agreement on terms acceptable to the Company. Under
     certain  conditions,   The  Williams  Companies,   Inc.  and  a  non-debtor
     subsidiary  of WCG would each be obligated to pay the Company a termination
     fee of  $5,000,000.  There can be no assurance that this  transaction  will
     ultimately be consummated.

     On July 11, 2002,  options to purchase an  aggregate  of 308,500  shares of
     Common  Stock were  granted to  employees  under the  Company's  1999 Stock
     Option  Plan at an  exercise  price of $30.74 per share,  the then  current
     market price per share.


                                       9
<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 2001
10-K.

                         Liquidity and Capital Resources

For the six month periods ended June 30, 2002 and 2001, net cash was provided by
operations.

As of June 30, 2002, the Company's  readily available cash, cash equivalents and
marketable   securities,   excluding   those   amounts  held  by  its  regulated
subsidiaries,  totaled  $892,200,000.  This  amount  is  comprised  of cash  and
short-term  bonds and notes of the United States  Government and its agencies of
$650,300,000  (73%), the equity  investment in White Mountains  Insurance Group,
Ltd. of $118,700,000  (13%) and other publicly traded debt and equity securities
aggregating  $123,200,000 (14%).  Additional sources of liquidity as of June 30,
2002 include  $163,600,000  of cash and  marketable  securities  collateralizing
letters of credit.

As a result of principal payments,  as of July 31, 2002, the Company's guarantee
of Berkadia's financing has been reduced to $265,000,000.

During the second quarter of 2002,  the Company sold its interest in Fidei,  its
foreign real estate  subsidiary,  to an unrelated third party for total proceeds
of  70,400,000  Euros  ($66,200,000).  Such amount is included in the  Company's
readily available cash and cash equivalents referred to above.

In July  2002,  the  Company  agreed  to sell its  equity  interest  in  certain
thoroughbred  racetrack  businesses  to  a  third  party  for  net  proceeds  of
approximately  $28,000,000 and form a joint venture with the buyer and the other
sellers to pursue the potential  development of gaming  ventures in Maryland (if
authorized by state law). The  transaction  is subject to regulatory  approvals,
legislative review and customary closing conditions, and is expected to close in
the fall of 2002; however,  there can be no assurance that it will ultimately be
consummated or that, if consummated, the joint venture will have any significant
value to the Company.  At June 30, 2002, the Company's equity  investment in the
businesses was $11,400,000.

In July 2002,  the  Company  agreed to acquire  approximately  45% of the common
stock of Williams  Communications  Group,  Inc.  ("WCG") to be outstanding  upon
WCG's  emergence  from  chapter 11  proceedings.  These shares would be acquired
pursuant to a claims purchase agreement with The Williams Companies, Inc. and an
investment  agreement with WCG,  which filed for bankruptcy  protection on April
22,  2002.  Under  the  agreements,  which  will  be  part  of  a  comprehensive
restructuring of WCG, the Company's  aggregate  investment in the WCG stock will
be  $330,000,000.  The  restructuring  will  be  implemented  through  a plan of
reorganization  under chapter 11. Consummation of this transaction is subject to
bankruptcy  court  approval of the  agreements,  the chapter 11 plan and related
disclosure  statement and  consummation  of the  restructuring  plan, as well as
normal closing  conditions  (including  receipt of third party consents),  other
regulatory approvals,  and negotiation of a WCG restructured credit agreement on
terms  acceptable  to  the  Company.  Under  certain  conditions,  The  Williams
Companies,  Inc. and a non-debtor  subsidiary  of WCG would each be obligated to
pay the Company a termination fee of $5,000,000.  There can be no assurance that
this transaction will ultimately be consummated.

                              Results of Operations

                  The 2002 Periods Compared to the 2001 Periods

Finance revenues,  which reflect the level and mix of consumer instalment loans,
decreased in the six and three month  periods ended June 30, 2002 as compared to
the similar  periods in 2001 due to fewer  average  loans  outstanding.  Average
loans  outstanding  during the six and three month  periods  ended June 30, 2002
were  $474,300,000 and $457,800,000,  respectively,  as compared to $536,600,000
and  $548,700,000,  respectively,  during the six and three month  periods ended
June 30, 2001.  Pre-tax results for the banking and lending segment improved for
the six month and three  month  periods  ended June 30,  2002 as compared to the
prior  year,  principally  due to  lower  interest  expense  of  $7,200,000  and
$3,700,000,  respectively,  a lower  provision for loan losses of $5,100,000 and
$3,300,000,   respectively,   and  less  salaries   expense  of  $3,100,000  and
$1,500,000,  respectively,  partially  offset by greater  net  interest  paid on
interest  rate  swaps  of  $2,900,000  and  $1,200,000,  respectively,  and less
investment income of $2,300,000 and $900,000, respectively.
                                       10
<PAGE>

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

The  reduction  in loans,  the lower  provision  for loan losses and the reduced
salaries expense resulted from the Company's  decision in September 2001 to stop
originating  subprime  automobile  loans and  subsequently  to  consolidate  its
operations,  as more fully described in the 2001 10-K. The reduction in interest
expense resulted from reduced customer banking deposits and lower interest rates
on these deposits,  and the reduction in investment income also was due to lower
interest rates. In addition, pre-tax results for the banking and lending segment
reflect $1,300,000 and $(3,100,000), respectively, of income (charges) primarily
resulting  from  marking-to-market  its  interest  rate  swaps for the six month
periods ended June 30, 2002 and 2001 and  $(500,000)  for the three month period
ended June 30,  2002.  Such amount was not  material  for the three month period
ended June 30, 2001.  The Company uses  interest rate swaps to manage the impact
of interest rate changes on its customer banking deposits.  Although the Company
believes that these derivative  financial  instruments serve as economic hedges,
they do not meet certain  effectiveness  criteria  under SFAS 133, and therefore
are not accounted for as hedges.

Revenues from domestic real estate did not change  significantly  in the six and
three month  periods ended June 30, 2002 as compared to the same periods in 2001
as a result of less rent income, largely due to the sale of one of the Company's
shopping  centers in the fourth quarter of 2001 and two shopping  centers during
2002, lower gains from property sales and increased  revenues from the Company's
Hawaiian hotel,  which the Company began operating in the third quarter of 2001.
The decline in pre-tax  income from  domestic real estate in the 2002 periods as
compared to the similar periods in 2001 also reflects  greater  operating costs,
principally related to the Hawaiian hotel.

Manufacturing  revenues  increased in the second  quarter of 2002 as compared to
the same period in 2001  primarily due to increased  demand in the  construction
and  home  furnishings  markets  aggregating  $1,500,000,  partially  offset  by
reductions in the consumer products market.  Manufacturing  revenues for the six
month period ended June 30, 2002 were largely  unchanged as compared to the same
period in 2001 as the increased sales in the  construction  and home furnishings
markets  aggregating  $2,600,000  were  offset  by  reductions  in the  consumer
products  market of $2,300,000 and reductions in the  agricultural  market.  The
reductions in the consumer  products market resulted from the loss of a customer
for the Asian  market and  reduced  demand for one of the  Company's  healthcare
products.  Gross profit for the 2002  periods  increased as compared to the 2001
periods  principally  due to  lower  raw  material  costs  and  plant  personnel
reductions  partially  offset by higher  fixed  costs  relating  to the  Belgium
manufacturing  facility,  and for the three  month  period due to the  increased
sales.  Pre-tax results also increased in the 2002 periods due to cost reduction
initiatives that resulted in lower operating expenses.

Investment  and other income  declined in the six and three month  periods ended
June 30,  2002 as  compared  to the same  periods in 2001  principally  due to a
reduction in investment  income of  $13,800,000  and  $6,800,000,  respectively,
resulting  from a decline  in  interest  rates,  a  decline  of  $7,700,000  and
$2,200,000,  respectively,  in revenues from the Company's gas operations due to
lower production and prices, reduced rent income and reduced gains from domestic
property sales as discussed above and, for the three month period ended June 30,
2002, changes in market values related to its derivative financial  instruments.
Such decreases were  partially  offset by increased  revenues from the Company's
Hawaiian hotel and increased foreign exchange gains.

The  increase in equity in income of  associated  companies in the six and three
month  periods  ended June 30, 2002 as compared to the same  periods in 2001 was
primarily due to income from the Company's equity investment in Berkadia LLC. As
more  fully  described  in Note 4 of Notes  to  Interim  Consolidated  Financial
Statements, the Company recognized $35,100,000 and $14,700,000, respectively, of
income from this  investment  in the six and three month  periods ended June 30,
2002,  of  which  $31,500,000  and  $13,200,000,  respectively,  related  to the
amortization of discount from the Berkadia loan.  Equity in income of associated
companies  for the six and three month periods ended June 30, 2002 also included
$9,400,000 and  $6,500,000,  respectively,  of income from the Company's  equity
investment  in Olympus Re  Holdings,  Ltd.,  an  investment  the Company made in
December  2001.  Such  increases  were  partially   offset  by  $11,500,000  and
$6,000,000  less  income  from the  Company's  equity  investment  in  Jefferies
Partners Opportunity Fund II, LLC for the six and three month periods ended June
30,  2002,  respectively.   In  addition,   income  from  the  Company's  equity
investments in real estate  businesses for the six and three month periods ended
June 30, 2002 declined by $6,000,000 and $9,000,000, respectively.

                                       11
<PAGE>


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

Net securities gains (losses) for the six and three month periods ended June 30,
2002 include a provision of $19,700,000 and $14,700,000,  respectively, to write
down the Company's  investments in certain available for sale securities and its
equity investment in a non-public fund.

The decline in interest  expense in the six and three month  periods  ended June
30, 2002 as compared to the same  periods in 2001 was  principally  due to lower
interest  expense at the  banking and  lending  segment due to reduced  customer
banking deposits and lower interest rates thereon.

The decline in selling,  general and other  expenses  for the three month period
ended June 30, 2002 as compared  to the same period in 2001  primarily  resulted
from lower  provisions for loan losses at the banking and lending  segment,  and
lower  expenses  related to MK Gold  Company of  $2,800,000.  This  decrease was
partially  offset by  greater  net  interest  paid on the  Company's  derivative
financial instruments of $1,900,000 and increased operating costs related to the
Hawaiian hotel of $2,800,000.


              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:

o    general economic and market conditions or prevailing interest rate levels,

o    changes in foreign and domestic laws, regulations and taxes,

o    changes in competition and pricing environments,

o    regional or general changes in asset valuation,

o    the occurrence of significant natural disasters,  the inability to reinsure
     certain  risks  economically,  increased  competition  in  the  reinsurance
     markets, the adequacy of loss and loss adjustment expense reserves,

o    weather  related  conditions  that may affect the  Company's  operations or
     investments,

o    changes in U.S. real estate markets,  including the  residential  market in
     Southern California and the commercial market in Hawaii,

                                       12
<PAGE>



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

o    increased competition in the super premium wine industry,

o    adverse  economic,  political or  environmental  developments in Spain that
     could delay or preclude  the  issuance of permits  necessary  to obtain the
     Company's  copper  mining  rights  or could  result in  increased  costs of
     bringing  the  project to  completion,  increased  costs in  financing  the
     development of the project, decreases in world wide copper prices,

o    increased competition in the international and domestic plastics market and
     increased raw material costs,

o    increased  default  rates  and  decreased  value of assets  pledged  to the
     Company, the Company's ability to generate new loan products,

o    any  deterioration in the business and operations of FINOVA, in the ability
     of FINOVA Capital to repay the Berkadia loan, further  deterioration in the
     value of the assets pledged by FINOVA and FINOVA Capital in connection with
     the Berkadia loan, and

o    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.



                                       13
<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 2002 Annual Meeting of Shareholders held on May 14, 2002.

           a)   Election of directors.
<TABLE>
<CAPTION>

                                                                                Number of Shares
                                                                          For                  Withheld
                                                                          ---                  --------
                       <S>                                               <C>                       <C>

                Ian M. Cumming                                       49,563,886                   132,067
                Paul M. Dougan                                       49,563,794                   132,159
                Lawrence D. Glaubinger                               49,563,794                   132,159
                James E. Jordan                                      49,563,894                   132,059
                Jesse Clyde Nichols, III                             49,563,866                   132,087
                Joseph S. Steinberg                                  49,563,876                   132,077
</TABLE>

          b)   Ratification  of   PricewaterhouseCoopers   LLP,  as  independent
               auditors for the year ended December 31, 2002.

                For                                                  49,006,239
                Against                                                 539,742
                Abstentions                                             149,972
                Broker non votes                                           -


          c)   Approval of an amendment to the Company's  charter to reduce from
               two-thirds  to  a  majority  the  number  of  outstanding  shares
               necessary to authorize any merger,  consolidation  or dissolution
               of the Company, or any sale, lease, exchange or other disposition
               of all or substantially all of the Company's assets.

                For                                                  37,768,217
                Against                                               5,061,509
                Abstentions                                             389,363
                Broker non votes                                      6,476,864


          d)   Approval  of  proposed  corporate   reorganization   whereby  the
               Company's domicile will change from New York to Bermuda.

                For                                                  37,496,855
                Against                                               5,519,400
                Abstentions                                             202,834
                Broker non votes                                      6,476,864


                                       14
<PAGE>


PART II - OTHER INFORMATION, continued



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

           a)  Exhibits.

Item 601(a) of
Regulation S-K
Exhibit No.                Description

10.1      Settlement  Agreement  dated as of July 26,  2002,  by and  among  The
          Williams  Companies  Inc.,  Williams  Communications  Group,  Inc., CG
          Austria,  Inc.,  the official  committee of  unsecured  creditors  and
          Leucadia National  Corporation  (filed as Exhibit 99.2 to the July 31,
          2002 8-K).*

10.2      Investment  Agreement dated as of July 26, 2002, by and among Leucadia
          National  Corporation,  Williams  Communications  Group, Inc. and, for
          purposes of Section 7.4 (thereto) only, Williams  Communications,  LLC
          (filed as Exhibit 99.4 to the July 31, 2002 8-K).*

10.3      Purchase and Sale Agreement  dated as of July 26, 2002, by and between
          The Williams Companies,  Inc. and Leucadia National Corporation (filed
          as Exhibit 99.5 to the July 31, 2002 8-K).*

99.1      Certification  of  Chairman of the Board and Chief  Executive  Officer
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2      Certification   of   President   pursuant   to  Section   906  of  the
          Sarbanes-Oxley Act of 2002.

99.3      Certification  of Chief Financial  Officer  pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

----------------------------------
* Incorporated herein by reference.


     b)   Reports on Form 8-K.

          The Company  filed a current  report on Form 8-K dated July 31,  2002,
          which sets forth  information  under Item 5. Other  Events and Item 7.
          Financial Statements and Exhibits.







                                       15
<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 14, 2002                          By: /s/ Barbara L. Lowenthal
                                                ------------------------
                                                Barbara L. Lowenthal
                                                Vice President and Comptroller
                                                (Chief Accounting Officer)

                                       16
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                Description

10.1      Settlement  Agreement  dated as of July 26,  2002,  by and  among  The
          Williams  Companies  Inc.,  Williams  Communications  Group,  Inc., CG
          Austria,  Inc.,  the official  committee of  unsecured  creditors  and
          Leucadia National  Corporation  (filed as Exhibit 99.2 to the July 31,
          2002 8-K).*

10.2      Investment  Agreement dated as of July 26, 2002, by and among Leucadia
          National  Corporation,  Williams  Communications  Group, Inc. and, for
          purposes of Section 7.4 (thereto) only, Williams  Communications,  LLC
          (filed as Exhibit 99.4 to the July 31, 2002 8-K).*

10.3      Purchase and Sale Agreement  dated as of July 26, 2002, by and between
          The Williams Companies,  Inc. and Leucadia National Corporation (filed
          as Exhibit 99.5 to the July 31, 2002 8-K).*

99.1      Certification  of Chairman of the Board and Chief  Executive  Officer
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2      Certification   of   President   pursuant   to  Section   906  of  the
          Sarbanes-Oxley Act of 2002.

99.3      Certification  of Chief Financial  Officer  pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

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

* Incorporated herein by reference.




                                       17

</TEXT>
</DOCUMENT>
