Exhibit 10.19
                                                                   -------------

                  AMENDMENT, (this "Amendment"), dated as of May 5, 1999, to the
Employment Agreement (the "Employment Agreement") made as of the 28th day of
December 1993, by and between Leucadia National Corporation, a New York
corporation (the "Company") and Ian M. Cumming (the "Executive").

                               W I T N E S E T H:

                  WHEREAS, the Company and the Executive are parties to the
Employment Agreement; and

                  WHEREAS, the parties desire to extend the term of the
Employment Agreement;

                  NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, receipt of which hereby acknowledged, the
parties agree as follows:

                  1.       Amendments.

                  Section 2 of the Employment Agreement is hereby amended to
read in its entirety as follows:

                           2. Term. The term of employment of Executive
                  hereunder shall be for the period commencing July 1, 1994 and
                  ending at the close of business on June 30, 2005, unless
                  sooner terminated in the manner hereinafter provided.

                  2.       Definitions.

                  Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Employment Agreement.

                  3.       No Other Amendments.

                  Except as expressly amended hereby, all of the terms and
conditions of the Employment Agreement shall remain in full force and effect.



                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.

                          LEUCADIA NATIONAL CORPORATION


                          By:/s/    Thomas E. Mara
                             --------------------------------------------------
                             Name:  Thomas E. Mara
                             Title: Executive Vice President



                             /s/    Ian M. Cumming
                             --------------------------------------------------
                                    Ian M. Cumming




















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