8-K

UNITED STATESSECURITIES 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): July 22, 2008

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:

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

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

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

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

Item 2.02     Results of Operations and Financial Condition

On July 22, 2008, we issued a press release announcing financial results for the second quarter ended June 30, 2008.  A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

The following exhibit is furnished with this report:
Number	Exhibit
99	July 22, 2008 press release.

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:	July 22, 2008	By:	/s/ Roland T. Kelly
			Roland T. Kelly
			Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99	July 22, 2008 press release.

EX-99

Exhibit 99

Jefferies Announces Second Quarter Financial Results

NEW YORK--(BUSINESS WIRE)--Jefferies Group, Inc. (NYSE: JEF) today announced financial results for the second quarter ended June 30, 2008.

Highlights for the second quarter ended June 30, 2008:

• Net revenues were $392 million.
• Commissions and principal transactions (trading revenues) were a record $244 million.
• The net loss for the second quarter of 2008 was $4.4 million after $15 million in severance costs.

“In the face of a market environment that continues to be challenging, Jefferies achieved significantly improved financial results in the second quarter,” commented Richard B. Handler, Chairman and Chief Executive Officer of Jefferies. “Our firm remains in a strong financial and market position with excess liquidity, a solid business base, and a platform positioned to perform as conditions improve. We thank our clients, employees and shareholders for their continued support,” he added.

Conference Call

A conference call with management discussion of financial results for the second quarter will be held on July 22, 2008 at 9:00 AM Eastern and can be accessed at (706) 634-9290. A one-week replay of the call will be available two hours post-call at (402) 977-9140 (code: 21388113). A live audio webcast and delayed replay will also be available under “Investor Relations” at www.jefferies.com.

About Jefferies

Jefferies, a global investment bank and institutional securities firm, has served growing and mid-sized companies and their investors for 45 years. Headquartered in New York, with more than 25 offices around the world, Jefferies provides clients with capital markets and financial advisory services, institutional brokerage, securities research and asset management. The firm is a leading provider of trade execution in equity, high yield, convertible and international securities for institutional investors and high net worth individuals. Jefferies & Company, Inc. is the principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF; www.jefferies.com).

JEFFERIES GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in Thousands, Except Per Share Amounts) (Unaudited)
	Three Months Ended						Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Revenues:
Commissions	$	102,521		$	83,094		$	216,172		$	160,126
Principal transactions		141,679			129,030			141,733			273,479
Investment banking		109,372			223,093			208,579			393,208
Asset management fees and investment income (loss) from managed funds		13,479			13,384			(14,317	)		35,869
Interest		210,540			310,739			415,431			511,901
Other		6,434			7,005			12,914			15,046
Total revenues		584,025			766,345			980,512			1,389,629
Interest expense		191,943			300,885			387,234			505,360
Revenues, net of interest expense		392,082			465,460			593,278			884,269
Non-interest expenses:
Compensation and benefits		277,514			251,602			537,465			479,268
Floor brokerage and clearing fees		18,588			16,527			31,536			31,109
Technology and communications		29,478			23,703			60,394			45,860
Occupancy and equipment rental		20,436			17,864			37,693			36,035
Business development		10,978			12,080			23,878			25,189
Other		20,617			15,293			41,098			34,924
Total non-interest expenses		377,611			337,069			732,064			652,385
Earnings/(loss) before income taxes and minority interest		14,471			128,391			(138,786	)		231,884
Income tax (benefit)/expense		4,016			45,046			(53,876	)		85,704
Earnings/(loss) before minority interest		10,455			83,345			(84,910	)		146,180
Minority interest in (loss) earnings of consolidated subsidiaries, net		14,840			15,510			(19,988	)		16,086
Net (loss)/earnings		($4,385	)	$	67,835			($64,922	)	$	130,094
(Loss)/earnings per share:
Basic		($0.03	)	$	0.48			($0.42	)	$	0.92
Diluted		($0.03	)	$	0.45			($0.42	)	$	0.86
Weighted average shares:
Basic		165,694			142,092			153,739			141,498
Diluted		165,694			154,301			153,739			153,183
Effective Tax Rate		27.8	%		35.1	%		38.8	%		37.0	%

JEFFERIES GROUP, INC. AND SUBSIDIARIES SELECTED STATISTICAL INFORMATION (Amounts in Thousands, Except Per Share Amounts) (Unaudited)
	Quarters ended
	6/30/2008			3/31/2008			12/31/2007			9/30/2007			6/30/2007			3/31/2007
Statement of Earnings
Revenues, net of interest expense	$	392,082		$	201,196		$	349,397		$	334,424		$	465,460		$	418,809
Non-interest expenses:
Compensation and benefits		277,514			259,951			283,538			183,503			251,602			227,666
Non-personnel expenses		100,097			94,502			107,330			95,600			85,467			87,650
(Loss) / earnings before income taxes and minority interest		14,471			(153,257	)		(41,471	)		55,321			128,391			103,493
Income tax (benefit) / expense		4,016			(57,892	)		(14,134	)		21,608			45,046			40,658
Earnings / (loss) before minority interest		10,455			95,365			(27,337	)		33,713			83,345			62,835
Minority interest in earnings / (loss) of consolidated subsidiaries, net		14,840			(34,828	)		(3,135	)		(5,060	)		15,510			576
Net (loss) / earnings		($4,385	)		($60,537	)		($24,202	)	$	38,773		$	67,835		$	62,259
Diluted (loss) / earnings per share		($0.03	)		($0.43	)		($0.17	)	$	0.26		$	0.45		$	0.42
Financial Ratios
Pretax operating margin		3.7	%		-76.2	%		-11.9	%		16.5	%		27.6	%		24.7	%
Compensation and benefits / net revenues		70.8	%		129.2	%		81.2	%		54.9	%		54.1	%		54.4	%
Effective tax rate		27.8	%		37.8	%		34.1	%		39.1	%		35.1	%		39.3	%

JEFFERIES GROUP, INC. AND SUBSIDIARIES SELECTED STATISTICAL INFORMATION (Amounts in Thousands, Except Per Share Amounts) (Unaudited)
		Quarters ended
		6/30/2008		3/31/2008			12/31/2007			9/30/2007			6/30/2007		3/31/2007
Revenues by Source
Equities		$	149,142	$	138,193		$	139,248		$	140,296		$	144,563	$	173,057
Fixed Income & Commodities
	Fixed Income (excluding high yield) and Commodities		69,499		33,668			36,201			16,502			40,443		46,128
	High Yield		31,993		(51,676	)		(3,225	)		(7,387	)		34,123		10,337
	Fixed Income & Commodities Total		101,492		(18,008	)		32,976			9,115			74,566		56,465
	Total		250,634		120,185			172,224			149,411			219,129		229,522
Investment banking			109,372		99,207			167,204			189,780			223,093		170,115
Asset management fees and investment income (loss) from managed funds:
Asset management fees			4,758		6,285			6,419			5,369			7,294		9,451
Investment income (loss) from managed funds			8,721		(34,081	)		(12,471	)		(11,652	)		6,090		13,034
	Total		13,479		(27,796	)		(6,052	)		(6,283	)		13,384		22,485
Interest			210,540		204,891			328,926			334,056			310,739		201,162
	Total revenues	$	584,025	$	396,487		$	662,302		$	666,964		$	766,345	$	623,284
Other Data
Number of trading days			64		61			64			63			63		61
Average employees			2,327		2,486			2,521			2,472			2,319		2,265
Common shares outstanding			162,121		132,762			124,453			125,657			125,740		124,238
Weighted average shares:
Basic			165,694		141,784			140,726			142,822			142,092		140,897
Diluted			165,694		141,784			140,726			155,480			154,301		152,058
As of June 30, 2008, stockholders' equity amounted to $2.2 billion, resulting in book value of $13.60 per share.

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SHARES OUTSTANDING AND BASIC AND DILUTED EARNINGS PER SHARE
		June 30, 2008
Shares outstanding		162,121,394
Note - All share information below for EPS purposes is based upon weighted-average balances for the applicable period.
		Three months ended		Six months ended
		June 30, 2008		June 30, 2008
Shares Outstanding (weighted average)	(1)	155,260,503		142,087,743
Unvested restricted stock	(2)	(12,963,720	)	(11,533,344	)
Vested restricted stock units	(3)	17,994,077		17,879,055
Other issuable shares	(4)	5,402,918		5,305,653
Basic EPS Shares		165,693,779		153,739,107
Stock Options	(5)	42,671		49,988
Convertible Debt Pfd	(6)	4,099,511		4,093,795
Unvested restricted stock/ restricted stock units	(5)	7,932,425		7,667,067
Diluted EPS Shares		177,768,386		165,549,957

(1)	Shares outstanding represents shares issued less shares repurchased in treasury stock. Shares issued includes public and private offerings, vested and unvested restricted stock, distributions related to restricted stock units, deferred compensation plans, employee stock purchase plan and stock option exercises. Shares issued does not include undistributed vested and unvested restricted stock units.
(2)	As restricted stock is contingent upon a future service condition, unvested shares are removed from shares outstanding in the calculation of basic EPS as Jefferies obligation to issue these shares remains contingent.
(3)	As vested restricted stock units are no longer contingent upon a future service condition or any other contingency and are issuable upon a certain date in the future, vested restricted stock units are added to shares outstanding in the calculation of basic EPS.
(4)	Other shares issuable not pursuant to any contingency include shares issuable under certain deferred compensation plans and shares issuable in connection with earnout agreements.
(5)	Calculated under the treasury stock method in accordance with FASB 128, Earnings per Share. The treasury stock method assumes the issuance of only a net incremental number of shares as proceeds from issuance are assumed to be used to repurchase shares at the average stock price for the period.
(6)	Calculated under the if-converted method in accordance with FASB 128, Earnings per Share. The if-converted method assumes the conversion of convertible securities at the beginning of the period.

CONTACT:
Jefferies Group, Inc.
Peregrine C. Broadbent, 212-284-2338
Chief Financial Officer