SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the quarterly period ended September 30, 2004
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the transition period from ____ to ____

                       Commission file number 333-86018-01

                     LEUCADIA NATIONAL CORPORATION--ARIZONA
               (Exact name of registrant as specified in charter)

               Arizona                             75-3039789
 ------------------------------                -----------------------
(State or other jurisdiction of                (I. R. S. employer
 incorporation or organization)                 identification number)

                              315 Park Avenue South
                            New York, New York 10010
                                 (212) 460-1900
          ------------------------------------------------------------
          (Address of principal executive offices and telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ----   ----
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-Q or any
amendment to this Form 10-Q. [X]

        Indicate by check mark whether the registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act). Yes      No  X
                                                   ----    ----
        The number of shares of the registrant's common stock outstanding as of
October 28, 2004 was 1,000.




<PAGE>





                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


LEUCADIA NATIONAL CORPORATION - ARIZONA
Balance Sheets
September 30, 2004 and December 31, 2003

<TABLE>
<CAPTION>

                                                                                    September 30,        December 31,
                                                                                         2004                2003
                                                                                      ----------          ----------
                                                                                     (Unaudited)
        <S>                                                                               <C>                 <C>
   ASSETS
   Cash                                                                                $ 1,000             $ 1,000
                                                                                       -------             -------

       Total assets                                                                    $ 1,000             $ 1,000
                                                                                       =======             =======

   LIABILITIES                                                                         $  --               $  --
                                                                                       -------             -------

   Commitments and contingencies

   SHAREHOLDER'S EQUITY:
       Common Stock, par value $1 per share, authorized 150,000,000
          shares; 1,000 shares issued and outstanding                                    1,000               1,000
                                                                                       -------             -------

       Total shareholder's equity                                                        1,000               1,000
                                                                                       -------             -------

       Total liabilities and shareholder's equity                                      $ 1,000             $ 1,000
                                                                                       =======             =======



</TABLE>






                   See notes to interim financial statements.


                                       2

<PAGE>





LEUCADIA NATIONAL CORPORATION - ARIZONA
Statements of Cash Flow
For the nine month periods ended September 30, 2004 and 2003
(Unaudited)


<TABLE>
<CAPTION>

                                                                                       2004            2003
                                                                                     --------        --------
              <S>                                                                        <C>             <C>

           Net cash flows from financing activities:
           Reduction of subscription receivable                                       $     0         $ 1,000
                                                                                      -------         -------

                Net cash provided by financing activities                                   0           1,000
                                                                                      -------         -------

           Cash at January 1,                                                           1,000               0
                                                                                      -------         -------

           Cash at September 30,                                                      $ 1,000         $ 1,000
                                                                                      =======         =======


</TABLE>











                   See notes to interim financial statements.

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<PAGE>


LEUCADIA NATIONAL CORPORATION - ARIZONA
Notes to Interim Financial Statements



1.   The unaudited interim financial  statements,  which reflect all adjustments
     (consisting  only of  normal  recurring  items)  that  management  believes
     necessary to present fairly results of interim  operations,  should be read
     in  conjunction  with the Notes to  Financial  Statements  included  in the
     Company's  audited  financial  statements  for the year ended  December 31,
     2003,  which are included in the Company's Annual Report filed on Form 10-K
     for such year.  The  consolidated  balance  sheet at December  31, 2003 was
     extracted from the audited annual financial statements and does not include
     all disclosures  required by generally accepted  accounting  principles for
     annual financial statements.  The Company has not had any operating results
     for the period from inception through September 30, 2004.















                                       4



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Interim Operations.



Liquidity and Capital Resources

During  2002,  the Company  issued 1,000 shares of $1 par value common stock for
$1,000.  As of December 31, 2002, the Company had not received the  subscription
proceeds and accordingly recorded a subscription  receivable.  The cash proceeds
were received during the first quarter of 2003.


Results of Operations

The  Company  was formed in  connection  with its  parent's,  Leucadia  National
Corporation,  proposed  reorganization  from  New  York  to  Bermuda.  It has no
operations and conducts no business.


Item 4.  Controls and Procedures.

(a)  The Company's management evaluated, with the participation of the Company's
     principal executive and principal financial officers,  the effectiveness of
     the  Company's  disclosure  controls  and  procedures  (as defined in Rules
     13a-15(e)  and  15d-15(e)  under the  Securities  Exchange Act of 1934,  as
     amended (the  "Exchange  Act")),  as of September 30, 2004.  Based on their
     evaluation,  the Company's  principal  executive  and  principal  financial
     officers  concluded that the Company's  disclosure  controls and procedures
     were effective as of September 30, 2004.

(b)  There has been no change in the Company's  internal  control over financial
     reporting (as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange
     Act) that occurred during the Company's  fiscal quarter ended September 30,
     2004, that has materially  affected,  or is reasonably likely to materially
     affect, the Company's internal control over financial reporting.









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<PAGE>



                          PART III - OTHER INFORMATION


Item 6. Exhibits


          31.1 Certification of Principal  Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

          31.2 Certification of Principal  Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

          32.1 Certification of Principal  Executive Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.

          32.2 Certification of Principal  Financial Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.



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<PAGE>






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                             LEUCADIA NATIONAL CORPORATION - ARIZONA




     October 29, 2004              By:  /s/ Joseph A. Orlando
                                        -------------------------------
                                        Joseph A. Orlando
                                        Chairman of the Board





                                       7
<PAGE>





                                  EXHIBIT INDEX



          31.1 Certification of Principal  Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

          31.2 Certification of Principal  Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

          32.1 Certification of Principal  Executive Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.

          32.2 Certification of Principal  Financial Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.



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