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Rule 424(b)(3)
File No. 33-61680
Supplement dated September 23, 1994 to the
Reoffer Prospectus dated April 27, 1993
Included in
the Registration Statement on Form S-8
(File No. 33-61680)
of
LEUCADIA NATIONAL CORPORATION
The Selling Shareholders section of the Prospectus is amended and
restated in its entirety as follows:
SELLING SHAREHOLDERS
This Prospectus covers the offer and sale of 58,500 Common
Shares which may be, or have been, acquired by the Selling
Shareholders upon the exercise of options ("Options") granted under
the Plan. This Prospectus does not cover the offer and sale of Common
Shares which may be acquired by the Selling Shareholders upon the
exercise of Options granted under the Company's 1982 Stock Option
Plan, as amended (the "1982 Plan").
The following table and accompanying footnotes set forth (i)
the name and position with the Company of each Selling Shareholder,
(ii) the number of Common Shares beneficially owned by each Selling
Shareholder as of August 16, 1994 (including Options which are
currently exercisable or exercisable within 60 days of the date hereof
("Currently Exercisable Options")), (iii) the number of Common Shares
which each Selling Shareholder has acquired pursuant to the Plan or
may acquire pursuant to the exercise of Options granted to such
Selling Shareholder under the Plan, some or all of which Common Shares
may be sold from time to time pursuant to this Prospectus, and (iv)
the number of Common Shares and the percentage, if 1% or more, of the
Company's outstanding Common Shares to be beneficially owned by each
Selling Shareholder after completion of this offering, assuming the
sale of all shares offered hereby. The table includes all persons who
are eligible to resell Common Shares hereunder and the amount of
Common Shares available to be resold after the exercise of Options
granted to each such Selling Shareholder, whether or not such Selling
Shareholder has a present intent to resell. There is no assurance
that any of the Selling Shareholders will sell any or all of the
Common Shares offered by them hereunder.
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<TABLE>
<CAPTION>
Number of Common Shares
--------------------------------------------------------------
(i) (iv)
Name and Position (ii) Amount and
with the Company Beneficially Owned (iii) Percent of
Within the Past as of Maximum Offered Class After
Three Years August 16, 1994 Hereby(a) Offering(b)
---------------- ----------------- ------------- -----------
<S> <C> <C> <C>
Paul M. Dougan 1,750(c) 3,500 1,000(*)
Director
Lawrence D. Glaubinger 34,250(d) 4,000 33,500(*)
Director
James E. Jordan 25,250(e) 4,000 24,000(*)
Director
John W. Jordan II 1,217,993(e)(f) 4,000 1,216,743(4.3%)
Director
Jesse Clyde Nichols, III 31,212(g) 4,000 29,962(*)
Director
Paul J. Borden 5,700(h) 3,000 5,700(*)
Vice President
Lawrence S. Hershfield 11,600(i) 15,000 11,600(*)
Executive Vice President
Mark Hornstein 62,100(j) 2,000 62,100(*)
Vice President
Ruth Klindtworth 24,258(k) 1,000 24,258(*)
Vice President-
Corporate Administrator
And Secretary
Thomas E. Mara 78,020(l) 10,000 78,020(*)
Executive Vice President
Joseph A. Orlando 2,278(m) 5,000 2,278(*)
Vice President and
Comptroller
David K. Sherman 5,600(n) 3,000 5,600(*)
Vice President
____________________________
<FN>
* Indicates Common Shares held are less than 1% of Class.
(a) Includes the number of Common Shares which each Selling
Shareholder has acquired pursuant to the Plan or may acquire pursuant to the
exercise of Options granted to such Selling Shareholder under the Plan (whether or
not they are Currently Exercisable Options), some or all of which Common Shares may
be sold from time to time pursuant to this Prospectus.
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(b) Assumes that all Common Shares offered hereby are sold. Excludes
Common Shares that may be acquired upon the exercise of non-Currently Exercisable
Options granted pursuant to the 1982 Plan.
(c) Includes 750 Common Shares that may be acquired upon the exercise
of Currently Exercisable Options granted pursuant to the Plan and 1,000 Common
Shares that may be acquired upon the exercise of Currently Exercisable Options
granted pursuant to the 1982 Plan. Excludes 2,750 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan and 1,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(d) Includes 750 Common Shares that may be acquired upon the exercise
of Currently Exercisable Options granted pursuant to the Plan and 3,000 Common
Shares that may be acquired upon the exercise of Currently Exercisable Options
granted pursuant to the 1982 Plan. Excludes 2,750 Common shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan and 1,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(e) Includes 1,250 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan and 11,000
Common Shares that may be acquired upon the exercise of Currently Exercisable
Options granted pursuant to the 1982 Plan. Excludes 2,750 Common shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan and 1,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(f) Excludes 35,000 Common Shares owned by a trust for the benefit of
Mr. Jordan's minor children of which Mr. Jordan is one of three trustees. Mr.
Jordan disclaims beneficial ownership of the 35,000 Common Shares owned by such
trust.
(g) Includes 1,250 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan and 10,200
Common Shares that may be acquired upon the exercise of Currently Exercisable
Options granted pursuant to the 1982 Plan. Excludes 2,750 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan and 1,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(h) Includes 1,800 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the 1982 Plan.
Excludes 3,000 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan and 2,400 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the 1982 Plan.
(i) Includes 4,500 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the 1982 Plan.
Excludes 15,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the Plan and 6,000 Common Shares
that may be acquired upon the exercise of non-Currently Exercisable Options granted
pursuant to the 1982 Plan.
(j) Includes 21,600 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the 1982 Plan.
Excludes 2,000 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan and 2,400 Common Shares that may be
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acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the 1982 Plan.
(k) Includes 3,000 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the 1982 Plan.
Excludes 1,000 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan and 2,400 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the 1982 Plan.
(l) Includes 24,576 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the 1982 Plan.
Excludes 10,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the Plan and 10,288 Common Shares
that may be acquired upon the exercise of non-Currently Exercisable Options granted
pursuant to the 1982 Plan.
(m) Excludes 5,000 Common Shares that may be acquired upon the
exercise of non-Currently Exercisable Options granted pursuant to the Plan.
(n) Includes 2,400 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the 1982 Plan.
Excludes 3,000 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan and 3,600 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the 1982 Plan.
</TABLE>
As of August 16, 1994, there were 27,995,448 outstanding
Common Shares.
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