-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WoPy7RFFIB2xG7IkZyz8JaYvT5CkYnDpwNRzh6okWBft2UgbXVYd26fzR0MsBM8Z
 TaCpL7wzEijCJxFEqTKQGQ==

<SEC-DOCUMENT>0000909518-05-000280.txt : 20050427
<SEC-HEADER>0000909518-05-000280.hdr.sgml : 20050427
<ACCEPTANCE-DATETIME>20050427125347
ACCESSION NUMBER:		0000909518-05-000280
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20050427
DATE AS OF CHANGE:		20050427

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MK RESOURCES CO
		CENTRAL INDEX KEY:			0000913586
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL MINING [1000]
		IRS NUMBER:				820487047
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-42711
		FILM NUMBER:		05775530

	BUSINESS ADDRESS:	
		STREET 1:		60 E. SOUTH TEMPLE
		STREET 2:		SUITE 1225
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
		BUSINESS PHONE:		801-297-6900

	MAIL ADDRESS:	
		STREET 1:		60 E. SOUTH TEMPLE
		STREET 2:		SUITE 1225
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MK GOLD CO
		DATE OF NAME CHANGE:	19950831

FILED BY:		

	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:		SC 13D/A

	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>SC 13D/A
<SEQUENCE>1
<FILENAME>mv4-27_13da9.txt
<TEXT>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                                 (Rule 13d-101)
                    Under the Securities Exchange Act of 1934

                                (Amendment No. 9)


                              MK RESOURCES COMPANY
                           (formerly MK Gold Company)
                                (Name of Issuer)


 COMMON STOCK, $0.01 PAR VALUE                                 55305P 10 0
(Title of class of securities)                               (CUSIP number)


                            ANDREA A. BERNSTEIN, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                 (212) 310-8000
       (Name, address and telephone number of person authorized to receive
                           notices and communications)


                                 APRIL 26, 2005
             (Date of event which requires filing of this statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.


                         (Continued on following pages)
                               (Page 1 of 4 pages)

================================================================================



NY2:\1529322\06\WS1606!.DOC\76830.0273
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------                --------------------------------
CUSP No.  527288 5 10 4                                                                 13D
- ----------------------------------------------------------------------------------                --------------------------------
<S>                    <C>
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
          1            NAME OF REPORTING PERSON:                                   Leucadia National Corporation
                       S.S. OR I.R.S. IDENTIFICATION NO.
                       OF ABOVE PERSON:
- ---------------------- -----------------------------------------------------------------------------------------------------------
          2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                            (a) [   ]
                                                                                                                    (b) [   ]
- ---------------------- -----------------------------------------------------------------------------------------------------------
          3            SEC USE ONLY

- ---------------------- ------------------------------------- ---------------------------------------------------------------------
          4            SOURCE OF FUNDS:                      N/A

- ---------------------- -----------------------------------------------------------------------------------------------------------
          5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):           [   ]
- ---------------------- ----------------------------------------------------------- -----------------------------------------------
          6            CITIZENSHIP OR PLACE OF ORGANIZATION:                       New York

- ----------------------------------- -------- ---------------------------------------------------- --------------------------------
            NUMBER OF                  7     SOLE VOTING POWER:                                   27,212,735*
              SHARES
                                    -------- ---------------------------------------------------- --------------------------------
           BENEFICIALLY                8     SHARED VOTING POWER:                                 None
             OWNED BY
                                    -------- ---------------------------------------------------- --------------------------------
               EACH                    9     SOLE DISPOSITIVE POWER:                              27,212,735*
            REPORTING
                                    -------- ---------------------------------------------------- --------------------------------
           PERSON WITH                10     SHARED DISPOSITIVE POWER:                            None

- ---------------------- -------------------------------------------------------------------------- --------------------------------
         11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:                   27,212,735*

- ---------------------- -----------------------------------------------------------------------------------------------------------
         12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                              [   ]
                       See Item 5.
- ---------------------- -----------------------------------------------------------------------------------------------------------
         13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   72.1%*

- ---------------------- ----------------------------------------------------------- -----------------------------------------------
         14            TYPE OF REPORTING PERSON:                                   CO

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

</TABLE>



- --------------------------
*  Does not include shares issuable upon conversion of the Company's outstanding
   debt to Leucadia under the credit agreement between the parties.



                                       2
<PAGE>
           Item 1.    Security and Issuer.

           This Statement constitutes Amendment No. 9 to the Statement on
Schedule 13D, as previously amended (the "Schedule 13D"), filed with the
Securities and Exchange Commission, by Leucadia National Corporation
("Leucadia") with respect to the shares of common stock, par value $0.01 per
share (the "Common Stock"), of MK Resources Company (formerly MK Gold Company)
("MK Resources"). Unless otherwise indicated, all capitalized terms used herein
shall have the meaning ascribed to them in the Schedule 13D.

           Item 4.    Purpose of the Transaction.

           On April 26, 2005, Leucadia sent a letter (the "Letter") to the Board
of Directors of MK Resources relating to a potential merger in which
stockholders of MK Resources would receive 0.0266 common shares of Leucadia in
exchange for each share of Common Stock. A copy of the Letter is attached hereto
as Exhibit 1 and is incorporated herein by reference.

           This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a proxy statement/prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.

           Any offer will only be made through a proxy statement/prospectus,
which would form part of a registration statement to be filed with the
Securities and Exchange Commission (the "SEC"). MK Resources shareholders are
urged to review carefully the registration statement and the proxy
statement/prospectus included therein, and other documents relating to the
merger that will be filed with the SEC when they become available because these
documents will contain important information relating to the merger. You may
obtain a free copy of these documents after they have been filed with the SEC,
and other documents filed by Leucadia with the SEC, at the SEC's Web site at
www.sec.gov. Once the registration statement, as well as any other documents
incorporated by reference therein have been filed with the SEC, you will also be
able to inspect and copy these documents at the public reference room maintained
by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. YOU SHOULD CAREFULLY
READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BEFORE MAKING A
DECISION CONCERNING LEUCADIA'S PROPOSED OFFER.

           Item 7.    Material to be Filed as Exhibits.

           1. Letter dated April 26, 2005, from Leucadia National Corporation to
the Board of Directors of MK Resources Company.


                                       3
<PAGE>
                                    SIGNATURE

           After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.


           Dated: April 27, 2005

                                         LEUCADIA NATIONAL CORPORATION

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
















                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>mv4-27_ex1.txt
<DESCRIPTION>1
<TEXT>
                                                                     Exhibit 1

                  [LETTERHEAD OF LEUCADIA NATIONAL CORPORATION]


                                 April 26, 2005


MK Resources Company
60 East South Temple, Suite 1225
Salt Lake City, UT  84111
Attention:  The Board of Directors



       Re:   Possible Transaction Involving MK Resources Company (the "Company")


Gentlemen:

As you know, both the Company and Leucadia National Corporation ("Leucadia"),
which owns 72.1% of the Company's outstanding common stock, are in discussions
with an unrelated party (the "Unrelated Party") concerning the possible sale by
the Company of a controlling interest in the Las Cruces project to the Unrelated
Party (the "Sale") for common stock of the Unrelated Party.

As has been discussed, the project owners would be required to make additional
cash investments in the project and obtain significant additional third party
financing for the Las Cruces project. Without external financial support, the
Company lacks the financial resources to provide the guarantees necessary to
secure this additional project financing. Leucadia has been the Company's sole
source of funding for the project to date and is not willing to commit to
providing the additional cash and guarantees of the magnitude required by the
Unrelated Party for a company that is not wholly-owned.

To provide the Unrelated Party with comfort that the financing necessary to
develop the Las Cruces project will be obtainable, and thereby to enhance the
discussions with respect to the possible Sale, Leucadia would be willing to
acquire, immediately prior to the Sale, all of the outstanding stock of the
Company that it does not currently own. This would be accomplished through a
merger transaction in which the Company's public stockholders would receive
Leucadia common shares in exchange for their Company stock (the "Merger"). In
the Merger, each of the Company's public stockholders would receive 0.0266
Leucadia common shares for each share of the Company's common stock held by
public stockholders, reflecting the asset value for the Company implied by the
purchase price to be paid in the Sale, adjusted to reflect those assets of the
Company that are not part of the project, as well as the Company's liabilities
not assumed in the Sale and the cost to Leucadia of additional investment in the
project and providing guarantees for the project's financing.




NY2:\1529322\06\WS1606!.DOC\76830.0273
<PAGE>

We believe that the Merger would be beneficial to the Company's public
stockholders, because the Leucadia common shares to be received in the Merger
will provide the public stockholders with liquidity and diversification, as well
as a continued interest in the Las Cruces project. In addition, if the Sale
occurs, we believe that it would no longer make sense for the Company to remain
a separate public company given the high costs associated with being a public
company and the Company's lack of financial resources, as well as the fact that
the Company's only material assets would be its minority interest in the Las
Cruces project and common stock of the Third Party.

As we envision the transactions, both the Sale and the Merger would be
structured to require the approval of the Company's non-management directors
unaffiliated with Leucadia, in addition to any other required approvals.

We note that our interest in the Merger is entirely dependent upon our reaching
an agreement with the Third Party with respect to the Sale, as well as an
agreement with respect to the Merger. Accordingly, there can, of course, be no
assurance that the current discussions in fact will lead to such an agreement.
Furthermore, even if an agreement with respect to a Sale is reached, there is no
assurance that these transactions will in fact be consummated.



                                    Yours sincerely,

                                    LEUCADIA NATIONAL CORPORATION

                                    By: /s/ Joseph A. Orlando
                                        ---------------------------------
                                        Name: Joseph A. Orlando
                                        Title: Vice President






                                       2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
