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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000909518-04-000367.txt : 20040422
<SEC-HEADER>0000909518-04-000367.hdr.sgml : 20040422
<ACCEPTANCE-DATETIME>20040422140054
ACCESSION NUMBER:		0000909518-04-000367
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040422
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040422

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEUCADIA NATIONAL CORP
		CENTRAL INDEX KEY:			0000096223
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822]
		IRS NUMBER:				132615557
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05721
		FILM NUMBER:		04747756

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TALCOTT NATIONAL CORP
		DATE OF NAME CHANGE:	19800603
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mv4-22_8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of Earliest Event Reported): April 22, 2004


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


                           Commission File No. 1-5721


              New York                                  13-2615557
- ----------------------------------------    ------------------------------------
      (State of Incorporation)              (I.R.S. Employer Identification No.)


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


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





NY2:\1394444\01\TVYK01!.DOC\76830.0001
<PAGE>
Item 5.    Other Events

           The information set forth in the press release issued by Leucadia
National Corporation on April 22, 2004, attached hereto as Exhibit 99.1, is
incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.


         (c) Exhibits.

            99.1      Press Release of Leucadia National Corporation, dated
                      April 22, 2004.

















                                       2
<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 hereunto duly authorized.



                                        LEUCADIA NATIONAL CORPORATION

                                        By: /s/ Joseph A. Orlando
                                            -----------------------------------
                                            Name: Joseph A. Orlando
                                            Title: Vice President and
                                                   Chief Financial Officer

Date:  April 22, 2004


















                                       3
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.               Description
- -----------               -----------

99.1                      Press Release, dated April 22, 2004






















                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>mv4-22ex99_1.txt
<TEXT>
                                                                  Exhibit 99.1

For Immediate Release:

                          LEUCADIA NATIONAL CORPORATION
                        ANNOUNCES PRICING OF $300 MILLION
              3-3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2014


New York, NY, - (Business Wire) - April 22, 2004. Leucadia National Corporation
(NYSE and PCX: LUK) ("Leucadia") announced today the pricing of $300 million
principal amount of 3-3/4% Convertible Senior Subordinated Notes due 2014 to
qualified institutional buyers pursuant to Rule 144A of the Securities Act of
1933 (the "Securities Act"). Leucadia also granted the initial purchaser of the
notes the option to purchase, within 30 days, up to an additional $50 million
aggregate principal amount of the notes. The notes will be convertible at any
time before their maturity, subject to certain limitations contained in the
notes, into Leucadia's common shares at a conversion rate of 14.5138 shares per
each $1,000 principal amount of notes, subject to adjustment. This is equivalent
to an initial conversion price of $68.90 per share. On April 21, 2004, the
closing price for Leucadia's common shares on the NYSE was $53.00 per share.

The offering is expected to close on April 29, 2004.

Leucadia intends to use the proceeds from this offering for general corporate
purposes, which may include working capital, acquisitions or investment
opportunities.

The notes and the common shares issuable upon conversion of the notes have not
been registered under the Securities Act and may not be offered or sold in the
United States, absent registration or an applicable exemption from such
registration requirements.

This press release is not an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of the securities in any state
where such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. This press release
is being issued pursuant to and in accordance with Rule 135c of the Securities
Act.



CONTACT: Leucadia National Corporation
         Laura Ulbrandt
         (212) 460-1900





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</TEXT>
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