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,  2003

                                       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        No   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
November 5, 2003 was 1,000.








<PAGE>





                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


LEUCADIA NATIONAL CORPORATION - ARIZONA
Balance Sheets
September 30, 2003 and December 31, 2002

<TABLE>
<CAPTION>

                                                                                    September 30,      December 31,
                                                                                        2003              2002
                                                                                     ----------         ---------
                                                                                     (Unaudited)
<S>                                                                                      <C>                <C>

   ASSETS
   Cash                                                                                $ 1,000            $  --
                                                                                       -------            ------
       Total assets                                                                    $ 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
   Subscription receivable                                                                --              (1,000)
                                                                                       -------            ------
       Total shareholder's equity                                                        1,000               --
                                                                                       -------            ------
       Total liabilities and shareholder's equity                                      $ 1,000            $  --
                                                                                       =======            ======


</TABLE>





                   See notes to interim financial statements.



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<PAGE>





LEUCADIA NATIONAL CORPORATION - ARIZONA
Statement of Cash Flows
For the nine month period ended September 30, 2003
(Unaudited)

<TABLE>
<CAPTION>


                    <S>                                                                  <C>

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

                Net cash provided by financing activities                               1,000

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

           Cash at September 30,                                                      $ 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 Balance Sheet  included in the Company's
     audited  financial  statements for the year ended December 31, 2002,  which
     are  included in the  Company's  Annual  Report filed on Form 10-K for such
     year.  The  consolidated  balance  sheet at December 31, 2002 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, 2003.

2.   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.

























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<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, 2003.  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, 2003.

(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,
     2003, 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 and Reports on Form 8-K.


          a)   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.

          b)   Reports on Form 8-K.
               -------------------

               None.






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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




     November 12, 2003                By:   /s/ Joseph A. Orlando
                                          -----------------------------------
                                          Joseph A. Orlando
                                          Chairman of the Board




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<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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