<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>jd6-13ex3_5.txt
<DESCRIPTION>3.5
<TEXT>
                                                                     Exhibit 3.5

                                 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 $1.00 per share and 6,000,000 shares of Preferred Stock
               of par value $1.00 per share. An amendment of the Corporation's
               Certificate of Incorporation effected by this Certificate of
               Amendment to increase the number of shares of Common Stock which
               the Corporation shall have authority to issue is hereby made.

           To effect the foregoing, Article FOURTH is hereby amended and shall
read in its entirety as follows:

           FOURTH: The aggregate number of shares of capital stock of all
classes which the Corporation shall have authority to issue is 306,000,000,
divided into 6,000,000 shares, having a par value of $1 each, which are
designated Preferred Stock and are issuable in series, and 300,000,000 shares,
having a par value of $1 each, which are designated Common Stock.

           No holder of shares of any class or series of stock of the
Corporation, whether now or hereafter authorized or outstanding, shall have any
pre-emptive, preferential or other right to subscribe for or purchase any shares
of any class or series of capital stock of the Corporation, whether now or
hereafter authorized or outstanding, or any bonds, notes, obligations, options,
warrants, rights or other securities which the Corporation may at any time issue
or sell, whether or not the same be convertible into or exercisable for the
purchase of any class or series of capital stock of the Corporation, it being
intended by this paragraph that all pre-emptive rights of any kind applicable to
the securities of the Corporation are eliminated.

           The designations, relative rights, preferences and limitations of
each class of the Corporation's capital stock and each series thereof, to the
extent fixed in the Corporation's Certificate of Incorporation, and the
authority vested in the Board of Directors of the Corporation to establish and
designate series of the Preferred Stock and to fix variations in the relative
rights, preferences and limitations between such series, are as follows:

<PAGE>
                               I. PREFERRED STOCK

                    General Provisions Relating to All Series

           1. The Preferred Stock shall consist of one class, may be issued from
time to time in one or more series, and the shares of any one series thereof may
be issued from time to time. All shares of the Preferred Stock of the same
series shall be identical in all respects, except that shares of any one series
issued at different times may differ as to the dates, if any, from which
dividends thereon may accumulate. All shares of Preferred Stock of all series
shall be identical in all respects set forth in sections 1 through 5 hereof
(except as otherwise permitted in such sections) and shall be of equal rank as
set forth in sections 2 and 3 below. Subject to the foregoing, (i) the
designations, relative rights, preferences and limitations of the shares of each
such series may differ from those of any and all other such series authorized
and/or outstanding and (ii) the Board of Directors of the Corporation is hereby
expressly granted authority to establish and designate series and to fix with
respect to any such series, or alter in any one or more respects from time to
time, by resolution or resolutions adopted prior to the issuance of any shares
of such series, and by filing a certificate under Section 805 of the Business
Corporation Law, (a) the number of shares constituting such series and the
designation thereof, (b) the rate of dividends, (c) redemption terms (including
purchase and sinking funds provisions), (d) conversion rights into any class or
series of capital stock of the Corporation, (e) liquidation preferences, (f)
voting rights and (g) any other lawful rights, preferences and limitations.

           2. Unless otherwise provided in the resolutions creating or altering
a series, the holders of Preferred Stock of each series shall be entitled to
receive, as and when declared by the Board of Directors, out of funds or other
assets of the Corporation legally available therefor, cumulative dividends at
the annual rate fixed by the Board of Directors with respect to such series, and
no more, payable in cash, on such dates in each year as the Board of Directors
may determine, such dividends with respect to each series to be cumulative from
the date or dates fixed by the Board of Directors with respect to such series.
The first dividend or distribution with respect to shares of any particular
series not issued on a dividend date may be fixed by the Board of Directors at
more or less than the regular periodic dividend or distribution thereon. In the
event Preferred Stock of more than one series is outstanding, the Corporation in
making any dividend payment upon Preferred Stock shall make dividend payments
ratably upon all outstanding shares of Preferred Stock of all series in
proportion to the respective amounts of dividends accrued and payable thereon to
the date of such dividend payment. If the dividends or distributions on any
shares of Preferred Stock shall be in arrears, the holders thereof shall not be
entitled to any interest, or sum of money in lieu of interest, thereon. In no
event, so long as any Preferred Stock shall be outstanding, shall any dividend
whatsoever, whether in cash, stock or otherwise, other than a dividend payable
in stock of the Corporation of a class junior to the Preferred Stock, be
declared or paid, or any distribution made, on any stock of the Corporation of a
class ranking junior to the Preferred Stock, nor shall any shares of any such


                                       2
<PAGE>
junior class of stock be purchased or acquired for a consideration by the
Corporation or be redeemed by the Corporation, nor shall any moneys be paid to
the holders of, or set aside or made available for a sinking fund for the
purchase or redemption of, any shares of any such junior class of stock unless
(i) all dividends and distributions on all outstanding shares of Preferred Stock
of all series for all past dividend periods shall have been paid and all
dividends payable on or before the date of such dividend, distribution,
purchase, acquisition, redemption, setting aside or making available shall have
been paid or declared and a sum sufficient for the payment thereof set apart,
and (ii) the Corporation shall have paid or set aside all amounts, if any,
theretofore required to be paid or set aside as and for all matured purchase
fund and sinking fund obligations, if any, for the shares of Preferred Stock of
all series or to satisfy any distributions declared with respect to any shares
of Preferred Stock of any series. The holders of Preferred Stock shall not be
entitled to participate in any dividends payable on junior stock or to share in
the earnings or profits of the Corporation other than or in excess of that
hereinabove provided.

           3. In the event of any dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, the holders of each series of
Preferred Stock shall be entitled to receive, before any distribution or payment
is made upon any stock ranking junior to the Preferred Stock, such amount of
cash, shares, bonds or other property (which amount may vary depending on
whether such dissolution, liquidation or winding-up is voluntary or involuntary)
to which each such outstanding series of Preferred Stock shall be entitled in
accordance with the provisions thereof together with an amount in cash equal to
all dividends accrued and unpaid thereon to the date of such distribution or
payment, and shall be entitled to no further payment. If, upon any such
liquidation, dissolution or winding-up, the assets of the Corporation
distributable among the holders of the Preferred Stock shall be insufficient to
permit the payment in full to such holders of the amounts to which they are
respectively entitled, the assets so distributable shall be distributed among
the holders of the Preferred Stock then outstanding ratably in proportion to the
amounts to which they are respectively entitled. For the purposes of this
Section 3, neither the voluntary sale, lease, exchange or transfer of all or
substantially all of the Corporation's property or assets to, nor the
consolidation or merger of the Corporation with, one or more corporations, nor a
reduction of the capital stock or stated capital of the Corporation, shall be
deemed to be a dissolution, liquidation or winding-up, voluntary or involuntary.

           4. The Corporation, at the option of the Board of Directors, may,
subject to the provisions applicable to such series, redeem at any time or
times, and from time to time, all or any part of the shares of any series of
Preferred Stock subject to redemption by paying for each share such price or
prices as shall have been fixed by the Board of Directors prior to the issuance
of such series, plus an amount equal to dividends accrued and unpaid thereon to
the date fixed for redemption, plus premiums in the amounts, if any, so fixed
with respect to such series (the total amount per share so payable upon any
redemption of shares of any series of Preferred Stock being herein referred to
as the "redemption price"). Except as otherwise provided in the provisions
relating to a particular series of Preferred Stock, not less than 15 days nor


                                       3
<PAGE>
more than 60 days prior written notice shall be given to the holders of record
of the shares so to be redeemed, which notice shall be given by mail, postage
prepaid, addressed to such holders at their respective addresses as shown on the
books of the Corporation. Such notice shall specify the shares called for
redemption, the redemption price and the place at which, and the date on which,
the shares called for redemption will, upon presentation and surrender of the
stock certificates evidencing such shares, be redeemed. In case of redemption of
less than all of the outstanding Preferred Stock of any one series, such
redemption (unless otherwise stated in the provisions relating to such series)
may be made pro rata or the shares to be redeemed may be chosen by lot, in such
manner as the Board of Directors may determine. No failure to deliver or mail
such notice nor any defect therein or in the mailing thereof shall affect the
validity of the proceedings for the redemption of any shares so to be redeemed.

           If such notice of redemption shall have been duly given, and if on or
before the redemption date specified in such notice all funds necessary for such
redemption shall have been set aside so as to be available therefor, then,
notwithstanding that any certificate for the shares of such Preferred Stock so
called for redemption shall not have been surrendered for cancellation, the
shares represented thereby shall, from and after the date fixed for redemption,
no longer be deemed outstanding, the right to receive dividends thereon shall
cease to accrue from and after the date of redemption so fixed, and all rights
with respect to such shares of Preferred Stock so called for redemption shall
forthwith at the close of business on such redemption date cease and terminate,
except the right of the holders thereof to receive the amount payable upon
redemption thereof, but without interest; provided, however, that the
Corporation may, after giving such notice of any such redemption and prior to
the redemption date specified in such notice, deposit in trust, for the account
of the holders of such Preferred Stock to be redeemed, with a bank or trust
company having an office in the Borough of Manhattan, City, County and State of
New York and having a capital, undivided profits and surplus aggregating at
least $50,000,000, all funds necessary for such redemption, and, upon such
deposit in trust, all shares of such Preferred Stock with respect to which such
deposit shall have been made shall no longer be deemed to be outstanding, and
all rights with respect to such shares of such Preferred Stock shall forthwith
cease and terminate, except (a) the right of the holders thereof to receive the
amount payable upon the redemption thereof, but without interest, and (b) the
right of the holders thereof to exercise on or before the date fixed for
redemption the rights, if any, not having theretofore expired, which the holders
thereof shall have to convert the shares so called for redemption into, or
exchange such shares for, shares of stock of any other class or classes or of
any other series of the same or any other class or classes of stock of the
Corporation.

           Any funds so deposited which shall not be required for such
redemption because of the exercise of any right of conversion or exchange or
otherwise subsequent to the date of such deposit shall be returned to the
Corporation forthwith. Any interest accrued on any funds so deposited shall
belong to the Corporation and be paid to it from time to time. Any funds so
deposited by the Corporation and unclaimed at the end of six years from the date
fixed for such redemption shall be repaid to the Corporation, upon its request,
after which repayment the holders of such shares so called for redemption shall
look only to the Corporation for the payment of the redemption price thereof.


                                       4
<PAGE>
           If at any time the Corporation shall have failed to pay dividends in
full on all series of Preferred Stock then outstanding, thereafter and until
such dividends, including all accrued and unpaid dividends, shall have been paid
in full, or declared and funds sufficient for the payment thereof set aside for
payment, the Corporation shall not redeem or purchase less than all of the
Preferred Stock at such time outstanding; provided, however, that nothing shall
prevent the Corporation from completing the purchase of shares of Preferred
Stock for which a purchase contract has been entered into, or the redemption of
any shares of Preferred Stock for which notice of redemption has been given,
prior to such default.

           5. Except as otherwise specifically provided with respect to a
particular series of Preferred Stock, as hereinafter in this section 5 provided,
and as required by law, the Preferred Stock shall have no voting rights.

           Whenever dividends payable on the Preferred Stock shall be in default
in an aggregate amount equivalent to at least six quarterly dividends on any of
the shares of Preferred Stock then outstanding, the number of directors
constituting the Board of Directors of the Corporation shall be increased by
two, and the holders of the Preferred Stock, voting as a class (whether or not
otherwise entitled to vote for the election of directors), shall be entitled to
elect two directors of the Corporation to fill such newly-created directorships.
Such directors shall serve (subject to the last sentence of the next paragraph
of this section 5) until the next annual meeting of shareholders and until their
successors are elected and qualify. Whenever such right of the holders of the
Preferred Stock shall have vested, such right may be exercised initially either
at a special meeting of such holders called as provided herein, or at any annual
meeting of shareholders, and thereafter at annual meetings of shareholders. The
right of the holders of the Preferred Stock, voting as a class, to elect members
of the Board of Directors of the Corporation as aforesaid shall continue until
such time as the dividends accumulated on the Preferred Stock shall have been
paid in full, at which time the special right of the holders of the Preferred
Stock so to vote separately as a class for the election of directors shall
terminate, subject to renewal and divestment from time to time upon the same
terms and conditions.

           At any time after the voting power to elect two additional members of
the Board of Directors of the Corporation has become vested in the holders of
the Preferred Stock, the Secretary of the Corporation may, and upon the request
of the holders of record of at least 5% of the Preferred Stock then outstanding
addressed to him, shall, call a special meeting of the holders of Preferred
Stock for the purpose of electing such directors, to be held within 50 days
after the receipt of such request; provided, however, that the Secretary need
not call any such special meeting if the annual meeting of shareholders is to
convene within 90 days after the receipt by the Secretary of such request. Such
meeting shall be held at such place as shall be specified in the notice and upon
notice as provided in the By-Laws of the Corporation for the holding of special
meetings of shareholders. If such meeting shall not be so called within 20 days
after the receipt of such request (not including, however, a request falling
within the proviso of the second preceding sentence), then the holders of record
of at least 5% of the Preferred Stock then outstanding may designate in writing


                                       5
<PAGE>
one of their number to call such meeting, and the person so designated shall
call such meeting at the place and upon the notice above provided, and for that
purpose shall have access to the stock books of the Corporation. At any such
special or annual meeting at which the holders of the Preferred Stock shall have
the right to vote for the election of such two directors as aforesaid, the
holders of 33 1/3% of the then outstanding Preferred Stock present in person or
represented by proxy shall be sufficient to constitute a quorum of said class
for the election of such two directors and for no other purpose, and the vote of
the holders of a plurality of the Preferred Stock so present at any such meeting
at which there shall be such a quorum shall be sufficient to elect two
directors. Whenever the holders of the Preferred Stock shall be divested of such
voting right hereinabove provided, the directors so elected by the Preferred
Stock shall thereupon cease to be directors of the Corporation and thereupon the
number of directors shall be reduced by two.

           Every shareholder entitled to vote at any particular time in
accordance with the foregoing two paragraphs shall have one vote for each share
of Preferred Stock held of record by him and entitled to vote.

           6. As used in connection with any series of Preferred Stock, the
terms "junior stock", "junior class of stock" and "stock ranking junior to the
Preferred Stock" shall mean and refer to the Common Stock and any other class or
series of stock of the Corporation hereafter authorized which shall rank junior
to the Preferred Stock with respect to the declaration and payment of dividends
thereon and the distribution of amounts with respect thereto payable in the
event of any liquidation, dissolution or winding-up of the Corporation.

                                II. COMMON STOCK

           Subject to all of the rights of the Preferred Stock, dividends may be
paid upon the Common Stock as and when declared by the Board of Directors out of
funds and other assets legally available for the payment of dividends. The Board
of Directors may declare a dividend or distribution upon the Common Stock in
shares of any class or series of capital stock of the Company.

           In the event of any liquidation, dissolution or other winding-up of
the Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock shall have been paid in full the amounts to which they
respectively shall be entitled, or an amount sufficient to pay the aggregate
amount to which such holders shall be entitled shall have been deposited in
trust with a bank or trust company having its principal office in the Borough of
Manhattan, City, County and State of New York, having a capital, undivided
profits and surplus aggregating at least $50,000,000, for the benefit of the
holders of the Preferred Stock, the remaining net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock.

           Except as otherwise expressly provided with respect to the Preferred
Stock and except as otherwise may be required by law, the Common Stock shall
have the exclusive right to vote for the election of directors and for all other
purposes and each holder of Common Stock shall be entitled to one vote for each
share held.


                                       6
<PAGE>
                           III. TRANSFER RESTRICTIONS


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

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

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

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

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

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

           "Restriction Release Date" means the earlier of December 31, 2024,
the repeal of Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code") (and any comparable successor provision) ("Section 382"), or the
beginning of a taxable year of the Corporation (or any successor thereof) to
which no Tax Benefits may be carried forward.

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

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

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


                                       7
<PAGE>
           (b) Restrictions. Any attempted Transfer of Corporation Securities
prior to the Restriction Release Date, or any attempted Transfer of Corporation
Securities pursuant to an agreement entered into prior to the Restriction
Release Date, shall be prohibited and void ab initio to the extent that, as a
result of such Transfer (or any series of Transfers of which such Transfer is a
part), either (1) any Person or group of Persons shall become a Five-Percent
Shareholder, or (2) the Percentage Stock Ownership interest in the Corporation
of any Five-Percent Shareholder shall be increased; provided, however, that
nothing herein contained shall preclude the settlement of any transaction
entered into through the facilities of the New York Stock Exchange, Inc. in the
Corporation Securities.

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

           (d) Treatment of Excess Securities.

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

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


                                       8
<PAGE>
Excess Securities before receiving the Corporation's demand to surrender the
Excess Securities to the Agent, the Purported Transferee shall be deemed to have
sold the Excess Securities for the Agent, and shall be required to transfer to
the Agent any Prohibited Distributions and the proceeds of such sale, except to
the extent that the Agent grants written permission to the Purported Transferee
to retain a portion of such sales proceeds not exceeding the amount that the
Purported Transferee would have received from the Agent pursuant to paragraph
(d)(iii) of this Article FOURTH if the Agent rather than the Purported
Transferee had resold the Excess Securities.

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

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

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


                                       9
<PAGE>
           (e) Bylaws, Legends, etc.

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

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

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

           (iii) The Board of Directors of the Corporation shall have the power
to determine all matters necessary to determine compliance with this Part III of
Article FOURTH, including without limitation (1) whether a new Five-Percent
Shareholder would be required to be identified in certain circumstances, (2)
whether a Transfer is a Prohibited Transfer, (3) the Percentage Stock Ownership
in the Corporation of any Five-Percent Shareholder, (4) whether an instrument
constitutes a Corporation Security, (5) the amount (or fair market value) due to
a Purported Transferee pursuant to clause (2) of paragraph (d)(iii) of this Part
III of Article FOURTH, and (6) any other matters which the Board of Directors
determines to be relevant; and the good faith determination of the Board of
Directors on such matters shall be conclusive and binding for all the purposes
of this Part III of Article FOURTH.

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

          4.   The foregoing amendment was approved by the Board of Directors at
               a meeting on March 3, 2005 and by the holders of a majority of
               all outstanding shares entitled to vote thereon at a meeting of
               shareholders on May 17, 2005, and thereby duly adopted in
               accordance with the provisions of Section 803 of the Business
               Corporation Law of the State of New York.




                                       10
<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 17th day of May, 2005.





                                      LEUCADIA NATIONAL CORPORATION



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








                                       11
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</DOCUMENT>
