Filer: Leucadia National Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                  Subject Company: Leucadia National Corporation
                                                  Commission File No.: 333-86018

On May 3, 2002, Leucadia National Corporation sent the following communication
to its shareholders:


                          LEUCADIA NATIONAL CORPORATION
                              315 Park Avenue South
                            New York, New York 10010


                                                                     May 3, 2002


Dear Shareholder:

We have previously sent to you proxy material for the Annual Meeting of Leucadia
National Corporation to be held on May 14, 2002. Our Board of Directors has
recommended that Leucadia shareholders vote in favor of all of the proposals
being considered at the Meeting. Since approval of two of the proposals requires
the affirmative vote of a majority of Leucadia's outstanding shares, not voting
has the same effect as a vote against. Your vote is important, no matter how
many or how few shares you may own.

Your bank or broker cannot vote your shares on these questions without your
instructions. Please help us avoid the expense of further solicitation by
signing, dating and returning the enclosed proxy card today in the envelope
provided.

Thank you for your cooperation.

LEUCADIA NATIONAL CORPORATION

================================================================================

             If you have any questions, or need assistance in voting
                  your shares, please call our proxy solicitor,

                           INNISFREE M&A INCORPORATED
                          TOLL-FREE, at 1-888-750-5834.

                                 IMPORTANT NOTE:

        Telephone and Internet voting is available to many shareholders.
             Please call Innisfree at 1-888-750-5834 for assistance.
================================================================================


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Leucadia National Corporation is a holding company engaged in a variety of
businesses, including banking and lending, manufacturing, winery operations,
real estate activities, development of a copper mine, and property and casualty
insurance and reinsurance. The Company also currently has equity interests of
more than 5% in the following domestic public companies: AmeriKing, Inc. (6.8%),
Carmike Cinemas, Inc. (11.1%), GFSI Holdings, Inc. (6.7%), Jackson Products,
Inc. (8.8%), Jordan Industries, Inc. (10.1%) and PhoneTel Technologies, Inc.
(7.1%).

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Leucadia National Corporation has filed with the Securities and
Exchange Commission a definitive proxy statement in connection with its May 14,
2002 Annual Meeting of Shareholders that is available for free at the SEC's
website, www.sec.gov. A registration statement and proxy statement/prospectus
was also filed with the Securities Exchange Commission and is available for free
at the SEC's website. INVESTORS SHOULD READ THE REGISTRATION STATEMENT AND THE
RELATED PROXY STATEMENT/PROSPECTUS BEFORE MAKING A DECISION CONCERNING THE
PROPOSALS. These documents contain important information that investors should
consider.

Leucadia National Corporation, its officers and directors may be deemed to be
participants in the solicitation of proxies from shareholders in favor of the
proposals. Information about the directors and executive officers and ownership
of stock is set forth in the aforementioned definitive proxy statement,
registration statement and proxy statement/prospectus.









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