Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Leucadia National Corporation ("Leucadia" or the "Company") announced today that Lawrence D. Glaubinger, who has served as a director of Leucadia since May 1979, is retiring from the Board of Directors effective with the 2009 Annual Meeting of Shareholders to be held on May 11, 2009. The Company's Board of Directors intends to grant Mr. Glaubinger the status of Director Emeritus following the Annual Shareholders Meeting.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

(a) On March 2, 2009, the Company's Board of Directors amended Article IX of the Company's Amended and Restated By-Laws (the "By-Laws") concerning the position of 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

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

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