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Rule 424 (b)(3)
File No. 33-61680
Supplement dated June 21, 1996 to the
Reoffer Prospectus dated April 27, 1993
(as previously amended pursuant to a
Supplement dated September 23, 1994)
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 169,500 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 June 17, 1996 (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,
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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.
<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 June 17, 1996 Hereby(a) Offering(b)
---------------- ----------------- ------------- ----------
<S> <C> <C> <C>
Paul M. Dougan 4,000(c) 8,000 0(*)
Director
Lawrence D. Glaubinger 75,000(d) 7,000 72,500(*)
Director
James E. Jordan 21,000(e) 11,000 14,000(*)
Director
Jesse Clyde Nichols, III 61,337(f) 11,000 54,337(*)
Director
Paul J. Borden 4,800(g) 13,500 2,400(*)
Vice President
Mark Hornstein 108,400(h) 9,000 106,800(*)
Vice President
Ruth Klindtworth 51,416(i) 4,500 50,616(*)
Vice President-
Corporate Administrator
And Secretary
Barbara L. Lowenthal 0(j) 7,500 0(*)
Vice President and
Comptroller
Thomas E. Mara 133,944(k) 45,000 125,944(*)
Executive Vice President
Joseph A. Orlando 4,356(l) 30,000 356(*)
Vice President and
Comptroller
David K. Sherman 11,290(m) 19,000 9,890(*)
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
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not they are Currently Exercisable Options), some or all of which Common Shares may
be sold from time to time pursuant to this Prospectus.
(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 4,000 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes
4,000 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan.
(d) Includes 2,500 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes
4,000 Common shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan.
(e) Includes 7,000 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes
4,000 Common shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan.
(f) Includes 7,000 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan and 6,400
Common Shares that may be acquired upon the exercise of Currently Exercisable
Options granted pursuant to the 1982 Plan. Excludes 4,000 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan.
(g) Includes 2,400 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes
11,100 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan and 1,200 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the 1982 Plan.
(h) Includes 1,600 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan and 4,800
Common Shares that may be acquired upon the exercise of Currently Exercisable
Options granted pursuant to the 1982 Plan. Excludes 7,400 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan and 1,200 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(i) Includes 800 Common Shares that may be acquired upon the exercise
of Currently Exercisable Options granted pursuant to the Plan and 1,200 Common
Shares that may be acquired upon the exercise of Currently Exercisable Options
granted pursuant to the 1982 Plan. Excludes 3,700 Common Shares that may be
acquired upon the exercise of non-Currently Exercisable Options granted pursuant to
the Plan and 1,200 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(j) Excludes 7,500 Common Shares that may be acquired upon the
exercise of non-Currently Exercisable Options granted pursuant to the Plan.
(k) Includes 8,000 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan and 12,000
Common Shares that may be acquired upon the exercise of Currently Exercisable
Options granted pursuant to the 1982 Plan. Excludes 37,000 Common Shares that may
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be acquired upon the exercise of non-Currently Exercisable Options granted pursuant
to the Plan and 4,000 Common Shares that may be acquired upon the exercise of non-
Currently Exercisable Options granted pursuant to the 1982 Plan.
(l) Includes 4,000 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes
26,000 Common Shares that may be acquired upon the exercise of non-Currently
Exercisable Options granted pursuant to the Plan.
(m) Includes 2,400 Common Shares that may be acquired upon the
exercise of Currently Exercisable Options granted pursuant to the Plan and 4,800
Common Shares that may be acquired upon the exercise of Currently Exercisable
Options granted pursuant to the 1982 Plan. Excludes 16,600 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.
</TABLE>
As of June 17, 1994, there were 60,309,250 outstanding
Common Shares.
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