SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 14)
Leucadia National Corporation
(Name of Issuer)
Common Shares, $1 par value		527288 5 10 4
(Title of class of securities)		(CUSIP number)
Andrea A. Bernstein, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 (212) 310-8000
(Name, address and telephone number of person authorized to receive notices and communications)
September 29, 2009
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.

(Continued on following pages) (Page 1 of 8 pages)

CUSP No. 527288 5 10 4					13D

1	NAME OF REPORTING PERSON:				Ian M. Cumming
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) x (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				United States
NUMBER OF SHARES		7	SOLE VOTING POWER:			24,667,393*
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			216,000
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			24,667,393*
PERSON WITH		10	SHARED DISPOSITIVE POWER:			216,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:					24,883,393*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: See Item 5.						x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.1%*
14	TYPE OF REPORTING PERSON:				IN

* Includes 1,600,000 shares of Common Stock issuable upon exercise of currently exercisable warrants.

CUSIP No. 527288 5 10 4					13D

1	NAME OF REPORTING PERSON:				Joseph S. Steinberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) x (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:				United States
NUMBER OF SHARES		7	SOLE VOTING POWER:			27,138,351*
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			139,200
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			27,138,351*
PERSON WITH		10	SHARED DISPOSITIVE POWER:			139,200
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:					27,277,551*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: See Item 5.						x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.1%*
14	TYPE OF REPORTING PERSON:				IN

* Includes 1,600,000 shares of Common Stock issuable upon exercise of currently exercisable warrants.

This Statement constitutes Amendment No. 14 to the Statement on Schedule 13D, as previously amended (the “Schedule 13D”), filed with the Securities and Exchange Commission, by Ian M. Cumming and Joseph S. Steinberg with respect to the Common Shares, par value $1 per share (the “Common Shares”), of Leucadia National Corporation (the “Company”). Unless otherwise indicated, all capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

(a)-(b) As of September 31, 2009, Ian M. Cumming and Joseph S. Steinberg beneficially owned the following Common Shares:

Ian M. Cumming is the beneficial owner of 24,667,393 Common Shares (including 1,600,000 Common Shares issuable upon exercise of currently exercisable warrants to purchase Common Shares). The 24,667,393 Common Shares represent approximately 10% of the 244,730,170 Common Shares outstanding as of September 30, 2009, together with the 1,600,000 additional Common Shares issuable upon exercise of the warrants which are deemed to be outstanding with respect to Mr. Cumming. Mr. Cumming has sole dispositive power over such Common Shares. Mr. Cumming may also be deemed to be the beneficial owner of an additional 216,000 Common Shares (less than .1%) beneficially owned by his wife. The foregoing does not include: (i) an aggregate of 308,210 Common Shares (approximately .1%) that are beneficially owned by a private charitable foundation, of which Mr. Cumming is a trustee and President and as to which Mr. Cumming disclaims beneficial ownership, and (ii) an aggregate of 101,666 Common Shares (less than .1%) that are beneficially owned by a nonprofit corporation, of which Mr. Cumming is a director and President and as to which Mr. Cumming disclaims beneficial ownership. In July 2009, Mr. Cumming’s wife resigned as the trustee for two trusts for the benefit of Mr. Cumming’s adult children. As a result, any shares held by those trusts are no longer deemed to be beneficially owned by Mr. Cumming and are no longer included in Mr. Cumming’s beneficial ownership of Common Shares. Additionally, Mr. Cumming has pledged 7,000,000 Common Shares that he beneficially owns as collateral for a line of credit with JP Morgan Chase Bank entered into in the normal course of his business activities.

Joseph S. Steinberg is the beneficial owner of 27,138,351 Common Shares (including 1,600,000 Common Shares issuable upon exercise of currently exercisable warrants to purchase Common Shares). The 27,138,351 Common Shares represent approximately 11% of the 244,730,170 Common Shares outstanding as of September 30, 2009, together with the 1,600,000 additional Common Shares issuable upon exercise of the warrants which are deemed to be outstanding with respect to Mr. Cumming. Mr. Steinberg has sole dispositive power over such Common Shares. Mr. Steinberg may also be deemed to be the beneficial owner of an additional 139,200 Common Shares (less than .1%) beneficially owned by his wife and daughter.

Messrs. Cumming and Steinberg have an oral agreement pursuant to which they will consult with each other as to the election of a mutually acceptable Board of Directors of the

Company. Each of Mr. Cumming and Mr. Steinberg may, in the future, from time to time, acquire or dispose of additional Common Shares in private transactions, open market transactions or otherwise. Except as discussed in this Amendment No. 14, neither Mr. Cumming nor Mr. Steinberg has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(c) The following table sets forth all transactions with respect to the Common Shares effected by Messrs. Cumming and Steinberg during the sixty (60) days preceding the date hereof (all sales reflected below were made in open market transactions).

Reporting Person	Date	Transaction	Number of Common Shares	Weighted Average Price Per Share (Excluding Commissions)
Joseph S. Steinberg	9/28/2009	Sale	46,610	$25.0002⁽¹⁾
Joseph S. Steinberg	9/29/2009	Sale	603,390	$25.0092⁽²⁾
Joseph S. Steinberg	9/30/2009	Sale	240,000	$25.0193⁽³⁾

(1) Reflects weighted average per share price of separately priced transactions at a range of $25.00-$25.01. Upon the request of the Commission, full information regarding the number of shares purchased at each separate price will be provided.

(2) Reflects weighted average per share price of separately priced transactions at a range of $24.65-$25.37. Upon the request of the Commission, full information regarding the number of shares purchased at each separate price will be provided.

(3) Reflects weighted average per share price of separately priced transactions at a range of $24.58-$25.12. Upon the request of the Commission, full information regarding the number of shares purchased at each separate price will be provided.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end thereof:

The last sentences of the first paragraph of Item 5(a)-(b) hereof is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

EXHIBIT 1

Power of Attorney of Joseph S. Steinberg.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 1, 2009

By:

/s/ Ian M. Cumming

Ian M. Cumming

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 1, 2009

By:

/s/ Joseph A. Orlando, Attorney-in-Fact for Joseph S. Steinberg

Joseph A. Orlando, Attorney-in-Fact for Joseph S. Steinberg

EXHIBIT INDEX

Exhibit No.

Power of Attorney of Joseph S. Steinberg.

EXHIBIT 1

LIMITED POWER OF ATTORNEY

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

DESIGNATION OF AGENTS: The undersigned hereby constitutes and appoints each of Stephen E. Jacobs, Andrea A. Bernstein, Laura E. Ulbrandt and Joseph A. Orlando, each acting separately, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any

Form 4 or Schedule 13D relating to beneficial ownership and changes in beneficial ownership of equity securities of Leucadia National Corporation (the “Company”), and any amendment thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and submit copies thereof to any securities exchange or automated quotation system and to the Company, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall expire at such time as the undersigned ceases to be subject to filing requirements under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended.

This Limited Power of Attorney does not revoke any Power of Attorney previously executed by me for a specific or limited purpose, unless I have otherwise specified herein.

IN WITNESS WHEREOF, I have hereunto signed my name on September 28, 2009.

/s/ Joseph S. Steinberg
Name:	Joseph S. Steinberg

State of New York

)

	) ss.:
County of New York	)

On the 28th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Joseph S. Steinberg, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	/s/ Patricia A. Raab
	Notary Public, State of New York
	No, 01RA6047311
	Qualified in Nassau County
	Commission Expires 8/28/2010

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

AGENTS’ SIGNATURES AND ACKNOWLEDGMENT OF APPOINTMENT:

It is not required that the principal and the agent(s) sign at the same time, nor that multiple agents sign at the same time.

We, Andrea A. Bernstein, Laura E. Ulbrandt, Joseph A. Orlando and Stephen E. Jacobs, have read the foregoing Power of Attorney. We are the persons identified therein as agents for the principal named therein.

We acknowledge our legal responsibilities.

/s/ Andrea A. Bernstein	Dated:	9/29/09
Andrea A. Bernstein


/s/ Laura E. Ulbrandt	Dated:	9/28/09
Laura E. Ulbrandt


/s/ Joseph A. Orlando	Dated:	9/28/09
Joseph A. Orlando


	Dated:
Stephen E. Jacobs

State of New York

)

	) ss.:
County of New York	)

On the 29th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Andrea A. Bernstein, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	/s/ Vicki Carbone
	Notary Public, State of New York
	No. 01CA5088981
	Qualified in Queens County
	Commission Expires Dec. 1, 2009

State of New York

)

	) ss.:
County of New York	)

On the 28th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Laura E. Ulbrandt, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	/s/ Patricia A. Raab
	Notary Public, State of New York
	No, 01RA6047311
	Qualified in Nassau County
	Commission Expires 8/28/2010

State of New York

)

	) ss.:
County of New York	)

On the 28th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Joseph A. Orlando, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	/s/ Patricia A. Raab
	Notary Public, State of New York
	No, 01RA6047311
	Qualified in Nassau County
	Commission Expires 8/28/2010

State of

)

) ss.:

County of

)

On the ____ day of __________, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Stephen E. Jacobs, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.