Item 3.02. Unregistered Sales of Equity Securities.

From November 7, 2008 through November 14, 2008, Leucadia National Corporation (the "Company") issued an aggregate of 4,924,221 common shares, par value $1.00 per share ("Common Shares") upon conversion of an aggregate of $113,093,000 principal amount of the Company's 3-3/4% Convertible Senior Subordinated Notes due 2014 ("Notes"), as set forth below, pursuant to privately negotiated transactions to induce conversion. The Notes were convertible at a rate of
43.5414 Common Shares per $1,000 principal amount of the Notes. The Common Shares were issued without registration pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended.

Date Aggregate Principal Amount Number of Shares

11/07/08 $19,075,000 830,551

11/10/08 $75,000,000 3,265,604

11/11/08 $2,000,000 87,081

11/12/08 $11,005,000 479,172

11/13/08 $5,500,000 239,477

11/14/08 $513,000 22,336

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