8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 17, 2006

Jefferies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14947	95-4719745
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Madison Ave., 12th Floor, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-284-2550

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On January 17, 2006, the Compensation Committee of the Board of Directors of Jefferies Group, Inc. approved changes to non-employee director compensation pursuant to the Jefferies Group, Inc. 1999 Directors’ Stock Compensation Plan. A description of the approved compensation is attached hereto as Exhibit 10 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     The following exhibit is filed with this report:

Number	Exhibit
10	Non-Employee Compensation pursuant to the Jefferies Group, Inc. 1999 Directors’ Stock Compensation Plan

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 hereunto duly authorized.

	Jefferies Group, Inc.
Date: January 18, 2006	/s/ Roland T. Kelly
	Roland T. Kelly
	Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
10	Non-Employee Compensation pursuant to the Jefferies Group, Inc. 1999 Directors’ Stock Compensation Plan

EX-10

Exhibit 10

Non-Employee Director Compensation Pursuant to the

Jefferies Group, Inc. 1999 Directors’ Stock Compensation Plan

Each member of the Board of Directors of Jefferies Group, Inc. who is also a non-employee is entitled to receive the following compensation under the terms of the Jefferies Group, Inc. 1999 Directors’ Stock Compensation Plan:

• an annual retainer of $50,000;

• an annual grant of $100,000 in restricted common stock or deferred shares of Jefferies Group, Inc.;

• an annual retainer of $7,500 for each committee membership;

• an annual retainer of $20,000 to the Chairman of the Audit Committee; and

• an annual retainer of $10,000 to the Chairman of the Compensation Committee and the Chairman of the Governance and Nominating Committee.

Annual retainers are paid quarterly in equal installments. Under the Jefferies Group, Inc. 1999 Directors’ Stock Compensation Plan, each non-employee Director may elect to receive annual retainer fees in the form of cash or deferred cash. If deferred cash is elected, interest is credited to such deferred cash at the prime interest rate in effect at the date each annual meeting of stockholders. If deferred shares are elected, dividend equivalents equal to dividends declared and paid on the common stock of Jefferies Group, Inc. are credited to a Director’s account and reinvested as additional deferred shares.