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                       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 March 31, 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 May
5, 2003 was 1,000.

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<PAGE>





                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


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



<TABLE>
<CAPTION>

                                                                                      March 31,          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.


                                       2

<PAGE>





LEUCADIA NATIONAL CORPORATION - ARIZONA
Statement of Cash Flows
For the three month period ended March 31, 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 March 31,                                                          $ 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 March 31, 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.







                                       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)  Based on their evaluation as of a date within 90 days of the filing date of
     this quarterly  report on Form 10-Q, the Company's chief executive  officer
     and chief  financial  officer have concluded that the Company's  disclosure
     controls and procedures (as defined in Rules  13a-14(c) and 15d-14(c) under
     the Exchange Act) are effective to ensure that  information  required to be
     disclosed  by the  Company  in reports  that it files or submits  under the
     Exchange Act are recorded,  processed,  summarized and reported  within the
     time periods  specified in  Securities  and Exchange  Commission  rules and
     forms.

(b)  There were no significant  changes in the Company's internal controls or in
     other factors that could significantly  affect these controls subsequent to
     the date of their evaluation,  including any corrective actions with regard
     to significant deficiencies and material weaknesses.


                                       5
<PAGE>



                          PART III - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K.


          a) Exhibits.
             ---------

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

              99.2   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




         May 5, 2003                    By: /s/ Joseph A. Orlando
                                            -----------------------------------
                                            Joseph A. Orlando
                                            Chairman of the Board





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<PAGE>



                                 CERTIFICATIONS

I, Joseph A. Orlando, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Leucadia National
         Corporation-Arizona;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.




Date:  May 5, 2003

                                        /s/  Joseph A. Orlando
                                             -----------------
                                             Joseph A. Orlando
                                             President
                                             (Principal Executive Officer)





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<PAGE>



                                 CERTIFICATIONS

I, Joseph A. Orlando, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Leucadia National
         Corporation-Arizona;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.




Date:  May 5, 2003

                                        /s/  Joseph A. Orlando
                                             -----------------
                                             Joseph A. Orlando
                                             Treasurer
                                             (Principal Financial Officer)






                                       9
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                                  EXHIBIT INDEX




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

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















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