<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>certofinc.txt
<DESCRIPTION>EXHIBIT 3.2 LNC CERT. OF INCORP.
<TEXT>
                                                                   Exhibit 3.2
                                 CERTIFICATE OF
                                AMENDMENT OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          LEUCADIA NATIONAL CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


     Pursuant to the provisions of Section 805 of the Business  Corporation Law,
the undersigned hereby certifies:

     1.   The name of the  Corporation  is Leucadia  National  Corporation  (the
          "Corporation").  The name under  which the  Corporation  was formed is
          Talcott National Corporation.

     2.   The date the Certificate of Incorporation  was filed by the Department
          of State was May 24, 1968.

     3.   The Corporation is authorized to issue a total of 156,000,000  shares,
          consisting of  150,000,000  shares of Common Stock of the par value of
          $1 per share of Common Stock and 6,000,000  shares of Preferred  Stock
          of the par value of $1 per share.  An amendment  of the  Corporation's
          Certificate of Incorporation  effected by the Certificate of Amendment
          to add the terms of the designations,  rights and preference of Series
          A Non-Voting  Convertible  Preferred Stock par value $1 per share (the
          "Convertible Preferred Stock") is hereby made.


     To  effect  the  foregoing,  a  new  Article  FIFTH  of  the  Corporation's
Certificate of  Incorporation,  relating to the Convertible  Preferred Stock, is
hereby added, and all subsequent  Articles of the  Corporation's  Certificate of
Incorporation  are  renumbered  accordingly.  Article  FIFTH  shall  read in its
entirety as follows:


     FIFTH:  The  Corporation's  Board of Directors has  designated 10 shares of
Preferred Stock as Series A Non-Voting Convertible Preferred Stock, which shall
have the following designations, rights and preferences:


     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
                 ------------------------
designated  as the  "Series  A  Non-Voting  Convertible  Preferred  Stock"  (the
"Convertible Preferred Stock") and the number of shares constituting such series
shall be ten (10).


     Section 2.  Dividends  and  Distribution.  (a) The  holders of  Convertible
                 ----------------------------
Preferred Stock, in preference to the holders of common shares,  par value $1.00
per share of the Company  (the "Common  Shares"),  shall be entitled to receive,
subject to Section 510 of the New York Business Corporation Law ("NYBCL"), when,
as and if  declared  by the Board of  Directors  out of surplus  of the  Company
legally  available  for the  payment  of  dividends,  a pro  rata  share  of any
dividends  declared and paid with respect to Common Shares (determined as if the
Convertible  Preferred  Stock had been fully  converted  into  Common  Shares as
provided  herein).  The  Board  of  Directors  may  fix a  record  date  for the
determination  of holders of  Convertible  Preferred  Stock  entitled to receive
payment of a dividend  declared  thereon,  which record date shall coincide with
the record date selected  with respect to the dividends  declared and to be paid
to holders of Common Shares.

        (b) If any dividend  payment on the  Convertible  Preferred Stock is not
paid as required herein, the Company shall be prohibited from declaring,  paying
or setting apart for payment any dividends or making any other  distributions on
any Common Shares,  and from  redeeming,  purchasing or otherwise  acquiring (or
making  any  payment  to or  available  for a sinking  fund for the  redemption,
purchase or other  acquisition of any shares of such stock) (either  directly or
through any Subsidiary) any Common Shares, until all such dividends that are due
are paid in full. Dividends paid on the Convertible Preferred Stock in an amount
less than the total  amount of such  dividends  payable  and due on such  shares
shall be allocated pro rata on a  share-by-share  basis among all such shares at
the time outstanding.

        (c) The holders of Convertible  Preferred Stock shall not be entitled to
receive any dividends or other distributions except as provided herein.

     Section 3. Voting Rights. The holders of shares of Convertible Preferred
                -------------
Stock shall have no voting  rights,  and their consent shall not be required for
the taking of any corporate action, except as is required by the NYBCL.

<PAGE>

     Section 4.  Conversion.  Each share of  Convertible  Preferred  Stock shall
                 ----------
automatically  and immediately be converted into a number of Common Shares equal
to the  Conversion  Number on the  earlier to occur of (i) the date the  Company
determines  (with the  concurrence  of the  Initial  Holders of the  Convertible
Preferred Stock) that the approval  required from the Federal Reserve Board with
respect to the conversion of the Convertible Preferred Stock held by the Initial
Holders into Common Shares has been obtained,  (ii) the sale in accordance  with
the terms hereof to a Person that is not an Affiliate of the Initial  Holders of
the Convertible  Preferred Stock and (iii) 90 days following the issuance of the
Convertible  Preferred Stock to the Initial Holders of the Convertible Preferred
Stock .

     Section  5.  Adjustment  of  Conversion   Number.   (a)  Share   Dividends,
                  -----------------------------------         ------------------
Subdivisions,  Reclassifications,   Combinations.  If  the  Company  declares  a
------------------------------------------------
dividend or makes a  distribution  on the  outstanding  Common  Shares in Common
Shares,  or  subdivides or  reclassifies  the  outstanding  Common Shares into a
greater number of Common Shares, or combines the outstanding  Common Shares into
a smaller number of Common Shares, then, in each such event,

            (i) the then applicable  Conversion Number shall be adjusted so that
the registered  holder of each Convertible  Preferred Stock shall be entitled to
receive,  upon the  conversion  thereof,  the number of Common Shares which such
holder would have been  entitled to receive  immediately  after the happening of
any of the events  described  above had such  Convertible  Preferred  Stock been
converted  immediately  prior to the  happening of such event or the record date
therefor, whichever is earlier; and

            (ii) an  adjustment to the  Conversion  Number made pursuant to this
clause  (a)  shall  become  effective  (A) in the case of any such  dividend  or
distribution, immediately after the close of business on the record date for the
determination  of holders of Common Shares  entitled to receive such dividend or
distribution  or (B) in the case of any such  subdivision,  reclassification  or
combination,  at the close of  business  on the day upon  which  such  corporate
action becomes effective.

        (b)  Issuances  upon  Merger,  Amalgamation,  Consolidation  or  Sale of
             -------------------------------------------------------------------
Company. If the Company shall be a party to any transaction (including a merger,
-------
amalgamation,  consolidation,  sale of all or substantially all of the Company's
assets,  liquidation or  recapitalization of the Common Shares and excluding any
transaction to which Section 5(a) applies) in which the  previously  outstanding
Common Shares shall be changed into or,  pursuant to the operation of law or the
terms of the  transaction  to  which  the  Company  is a  party,  exchanged  for
different  securities  of the Company or common  shares or other  securities  of
another  corporation  or interests in a  noncorporate  entity or other  property
(including  cash)  or  any  combination  of any of  the  foregoing,  then,  as a
condition of the consummation of such transaction, lawful and adequate provision
shall be made so that  each  holder  of  Convertible  Preferred  Stock  shall be
entitled, upon conversion, to an amount per Convertible Preferred Stock equal to
(A) the aggregate  amount of stock,  securities,  cash and/or any other property
(payable in kind),  as applicable,  into which or for which each Common Share is
changed  or  exchanged  multiplied  by  (B)  the  Conversion  Number  in  effect
immediately prior to the consummation of such transaction.

        (c) Adjustment to  Certificate.  Irrespective  of any adjustments in the
            --------------------------
Conversion Number or the kind of shares into which of the Convertible  Preferred
Stock will automatically  convert pursuant hereto,  certificates  theretofore or
thereafter issued may continue to express the same Conversion Number and kind of
shares as are stated on the  certificates  initially  issuable  pursuant  to the
provisions  hereof,  but such  Conversion  Number  and number and kind of shares
shall be understood to be adjusted as provided herein.

        (d) Notices of  Adjustment.  (i) Upon any  adjustment of the  Conversion
            ----------------------
Number  pursuant  to Section 5, the  Company  shall  promptly,  but in any event
within  10 days  thereafter,  cause to be given to each  registered  holder of a
Convertible  Preferred Stock, at its address  appearing on the share register by
registered mail,  postage prepaid,  a certificate signed by an executive officer
setting  forth  the  Conversion  Number  and/or  the  number  of shares of other
securities or assets issuable upon the conversion of each Convertible  Preferred
Stock as so adjusted and  describing in reasonable  detail the facts  accounting
for such adjustment and the method of calculation used. Where appropriate,  such
certificate  may be  given  in  advance  and  included  as a part of the  notice
required to be mailed under the other  provisions of this Section 5. (ii) In the
event the Company  proposes  to take (or  receives  notice of) any action  which
would require an adjustment of the Conversion Number pursuant to Section 5, then
the Company  shall cause to be given to each  registered  holder of  Convertible
                                      2
<PAGE>

Preferred Stock at its address appearing on the share register, at least 10 days
prior to the applicable record date or effective date for such action, a written
notice in  accordance  with Section 5: (A) stating such record date or effective
date, (B) describing  such action in reasonable  detail and (C) stating the date
as of which it is  expected  that  holders of record of Common  Shares  shall be
entitled to receive any  applicable  dividends or  distributions  or to exchange
their shares for securities or other  property,  if any,  deliverable  upon such
action.  The  failure to give the notice  required by this  Section  5(d) or any
defect  therein  shall not affect the legality or validity of any such action or
the vote upon any such action.

     Section 6. Liquidation, Dissolution or Winding Up. (a) If the Company shall
                --------------------------------------
adopt a plan of  liquidation  or of  dissolution,  or commence a voluntary  case
under applicable bankruptcy, insolvency or similar laws, or consent to the entry
of an order for  relief  of any  involuntary  case  under any such law or to the
appointment  of  a  receiver,   liquidator,   assignee,  custodian,  trustee  or
sequestrator (or similar  official) of the Company or of any substantial part of
its property,  or make an assignment for the benefit of its creditors,  or admit
in writing its  inability  to pay its debts  generally as they become due and on
account of such event the Company shall liquidate,  dissolve or wind up, or upon
any other liquidation,  dissolution or winding up of the Company, the holders of
Convertible  Preferred  Stock  shall be  entitled  to  receive a pro rata  share
(determined as if the Convertible  Preferred Stock had been fully converted into
Common Shares as provided  herein) of any  distributions  made to the holders of
Common Shares ("Liquidating Distributions"); provided, however, that each holder
of Convertible  Preferred  Stock shall not receive less than $10.00 per share of
Convertible  Preferred  Stock  owned of record by such holder  together  with an
amount in cash equal to all dividends  accrued and unpaid thereon to the date of
such distribution or payment (the "Liquidation Preference").

        (b) Neither the  consolidation,  merger,  amalgamation or other business
combination  of the  Company  with or into any other  Person or Persons  nor the
sale, lease,  exchange or conveyance of all or any part of the property,  assets
or  business  of the  Company  to a Person  or  Persons  shall be deemed to be a
liquidation,  dissolution  or winding up of the  Company  for  purposes  of this
Section 6.

     Section 7. Rank. The  Convertible  Preferred Stock shall rank, with respect
                ----
to preferences and relative, participating, optional and other special rights of
the shares of such series and the  qualifications,  limitations and restrictions
thereof, including, without limitation, with respect to the payment of dividends
and  redemption  payments and the  distribution  of assets,  prior to all Common
Shares of the Company only to the extent  provided  herein and  otherwise  shall
rank pari passu with the Common Shares. As provide in Section 6, with respect to
any event that would require payment of the Liquidation  Preference  pursuant to
Section 6(a),  the  Convertible  Preferred  Stock shall rank prior to all Common
Shares with respect to  distributions  up to an amount equal to such Liquidation
Preference,  and with  respect to all other  distributions,  pari passu with all
Common Shares of the Company.

     Section 8.  Transfer.  Except to the extent  required  by  applicable  law,
                 --------
Convertible  Preferred  Stock may not be  transferred,  other  than (i) with the
prior written  consent of the Company,  which consent shall not be  unreasonably
withheld or (ii) by any Initial Holder to one of its Affiliates. The Convertible
Preferred Stock has not been registered  under the Securities Act and may not be
offered or sold in the United States or to any citizen or resident of the United
States in the absence of a valid registration under the Securities Act except in
reliance on an exemption from the  registration  requirements  of the Securities
Act.

     Section 9. Definitions. For the purposes of this Exhibit:
                -----------

        "Affiliate" of any specified  Person means any other Person  directly or
        -----------
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person.  For purposes of this definition,  "control"
means the  possession,  direct or indirect,  of the power to direct or cause the
direction  of the  management  and  policies  of a person,  whether  through the
ownership of voting securities, by contract, or otherwise.

        "Board of Directors" means the Board of Directors of the Company.
        --------------------



                                       3

<PAGE>

        "Company" means Leucadia National Corporation.
        ---------

        "Conversion  Number" means  initially  134,772 and  thereafter  shall be
        --------------------
subject  to  adjustment  from time to time  pursuant  to the terms of  Section 5
hereof.

        "Initial  Holders" means each purchaser of Convertible  Preferred  Stock
        ------------------
pursuant to the  Subscription  Agreement,  dated as of December 23, 2002,  among
such purchasers and the Company.

        "Person"   means  any  person  or  entity  of  any  nature   whatsoever,
        --------
specifically  including  an  individual,   a  firm,  a  company,  a  Company,  a
partnership, a trust or other entity.

        "Securities  Act" shall mean the United States  Securities  Act of 1933,
        -----------------
and the rules and regulations promulgated thereunder.

        "Subsidiary"  of any Person means any Company or other entity of which a
        ------------
majority of the voting power of the voting equity  securities or equity interest
is owned, directly or indirectly, by such Person.

     4.   The  foregoing   amendment  of  the   Corporation's   Certificate   of
          Incorporation  was  adopted  by an  affirmative  vote of the  Board of
          Directors  of the  Corporation  at a special  meeting  of the Board on
          December 20, 2002.



                                       4
<PAGE>



     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of  the  Certificate  of  Incorporation  to  be  executed  by a  duly
authorized officer as of the 23rd day of December, 2002.





                                               LEUCADIA NATIONAL CORPORATION





                                                By:    /s/ Joseph A. Orlando
                                                       -------------------------

                                                Name:  Joseph A. Orlando
                                                Title: Vice President and
                                                       Chief Financial Officer








                                       5

</TEXT>
</DOCUMENT>
