Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On December 1, 2008 the Board of Directors (the "Board") of Leucadia National Corporation (the "Company") approved an amendment to the Company's Amended and Restated By-laws (the "By-laws"), which amends the By-laws by adding a new Article IX to permit the Board to elect one or more individuals to serve as a Director Emeritus. The full text of the By-laws, as amended and restated, is included as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

The information set forth in the press release issued by the Company on December 1, 2008, attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amended and Restated By-laws of Leucadia National Corporation.

99.1 Press Release issued by Leucadia National Corporation on December 1, 2008.

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