UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 13F
                               Form 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: 3/31/2010
Check here if Amendment []; Amendment Number:
                                               -------
This Amendment (Check only one.):               [] is a restatement.
                                                [] adds new holdings entries.

Institutional Investment Manager Filing this Report:


Name:      Leucadia National Corporation

Address:   315 Park Avenue South
           New York, New York  10010


Form 13F File Number: 028-11122


The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Persons Signing this Report on Behalf of Reporting Manager:

Name:   Joseph A. Orlando
Title:  Vice President and Chief Financial Officer
Phone:  212-460-1900

Signature,  Place,  and  Date  of  Signing:

/s/ Joseph A. Orlando              New York, New York                 5/12/2010
- ---------------------------------  ---------------------------------  ----------
[Signature]                        [City, State]                      [Date]



Report  Type  (Check  only  one):

[X]     13F HOLDINGS REPORT. (Check here if all holdings of this reporting
        manager are reported in this report.)

[ ]     13F NOTICE. (Check here if no holdings reported are in this report,
        and all holdings are reported by other reporting manager(s).)

[ ]     13F COMBINATION REPORT. (Check here if a portion of the holdings for
        this reporting manager are reported in this report and a portion are
        reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:




                              Form 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                    0

Form 13F Information Table Entry Total:               7

Form 13F Information Table Value Total:  $    1,979,400
                                         --------------
                                         (In Thousands)


List of Other Included Managers:

Provide a numbered list of the name(s) and 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
NONE







                                                  FORM 13F INFORMATION TABLE

          COLUMN 1              COLUMN 2    COLUMN 3  COLUMN 4       COLUMN 5        COLUMN 6  COLUMN 7        COLUMN 8
- ---------------------------- -------------- --------- --------- ------------------- ---------- -------- ----------------------
                                                        VALUE    SHRS OR   SH/ PUT/ INVESTMENT  OTHER      VOTING AUTHORITY
       NAME OF ISSUER        TITLE OF CLASS   CUSIP   (x$1000)   PRN AMT   PRN CALL DISCRETION MANAGERS    SOLE    SHARED NONE
- ---------------------------- -------------- --------- --------- ---------- --- ---- ---------- -------- ---------- ------ ----
                                                                                         
AMERICREDIT CORP             COM            03060R101   805,474 33,900,440 SH       SOLE                33,900,440      0    0
CAPITAL SOUTHWEST CORP       COM            140501107     1,797     19,776 SH       SOLE                    19,776      0    0
ENDWAVE CORP                 COM NEW        29264A206       193     70,000 SH       SOLE                    70,000      0    0
INTERNATIONAL ASSETS HLDG CO COM            459028106    20,747  1,384,985 SH       SOLE                 1,384,985      0    0
JEFFERIES GROUP INC NEW      COM            472319102 1,150,016 48,585,385 SH       SOLE                48,585,385      0    0
MILLENNIUM INDIA ACQS COM IN COM            60039Q101       198    120,000 SH       SOLE                   120,000      0    0
TRAVELCENTERS OF AMERICA LLC COM            894174101       975    275,308 SH       SOLE                   275,308      0    0