8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   January 20, 2009

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):

⃞   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 January 20, 2009, we issued a press release announcing financial results for the fourth quarter and year ended December 31, 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	January 20, 2009 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:	January 20, 2009	/s/ Roland T. Kelly
		Roland T. Kelly
		Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99	January 20, 2009 press release.

EX-99

Exhibit 99

Jefferies Announces Fourth Quarter Financial Results

NEW YORK--(BUSINESS WIRE)--January 20, 2009--Jefferies Group, Inc. (NYSE: JEF) today announced financial results for the fourth quarter and year ended December 31, 2008.

These results are consistent with the Firm’s preannouncement on December 3, 2008:

Reflecting the previously announced exceptional items, primarily the non-cash impact of expensing prior years’ employee stock awards, the net loss for the fourth quarter of 2008 was $443 million, or $2.41 per share (diluted), and the net loss for the year was $538.8 million.

The fourth quarter net loss includes approximately $328 million (post tax) of exceptional items, $303 million of which represents non-cash, post tax charges.

"With unprecedented volatility and the worst year for the financial markets in our lifetime, Jefferies is fortunate to have emerged intact and healthy," commented Richard B. Handler, Chairman and Chief Executive Officer of Jefferies. "Our Company starts 2009 with its strongest opening balance sheet ever, and we now have a lower, more flexible and transparent cost structure as we work to serve our clients in 2009."

Conference Call

A conference call with management discussion of financial results for the fourth quarter ended December 31, 2008 will be held today, January 20, 2009, at 9:00 AM Eastern and can be accessed at 877-246-1929 or 706-634-9290. A one-week replay of the call will be available two hours post-call at 800-633-8284 or 402-977-9140 (reservation code # 21411093). 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 offices in more than 25 cities 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				Twelve Months Ended
	Dec 31, 2008		Dec 31, 2007		Dec 31, 2008		Dec 31, 2007
Revenues:
Commissions		114,727		99,823		444,315		355,601
Principal Transactions		(56,522)		69,570		81,781		390,374
Investment Banking		87,183		167,204		425,887		750,192
Asset Management fees and investment income (loss) from managed funds		(35,181)		(6,052)		(52,929)		23,534
Interest		124,963		328,926		749,577		1,174,883
Other		8,271		2,831		28,573		24,311
Total Revenues		243,441		662,302		1,677,204		2,718,895
Interest Expense		95,125		312,905		660,964		1,150,805
Revenues, net of interest expense		148,316		349,397		1,016,240		1,568,090
Non-Interest Expenses:
Compensation And benefits		738,506		283,538		1,522,157		946,309
Floor brokerage and clearing fees		18,962		21,587		69,444		71,851
Technology and communications		35,463		31,783		127,357		103,763
Occupancy and equipment rental		19,357		20,450		76,255		76,765
Business development		14,270		17,614		49,376		56,594
Other		59,086		15,896		125,526		67,074
Total non-interest expenses		885,644		390,868		1,970,115		1,322,356
(Loss) / earnings before income taxes and minority interest		(737,328)		(41,471)		(953,875)		245,734
Income tax (benefit) / expense		(232,173)		(14,134)		(292,139)		93,178
(Loss) / earnings before minority interest		(505,155)		(27,337)		(661,736)		152,556
Minority interest in (loss) earnings of consolidated subsidiaries, net		(62,606)		(3,135)		(122,961)		7,891
Net (loss) / earnings		(442,549)		(24,202)		(538,775)		144,665
(Loss) / earnings per share:
Basic	$	(2.41)	$	(0.17)	$	(3.24)	$	1.02
Diluted	$	(2.41)	$	(0.17)	$	(3.24)	$	0.97
Weighted Average Shares:
Basic		183,691		140,726		166,163		141,515
Diluted		183,691		140,726		166,163		153,807
Effective tax rate		31.5%		34.1%		30.6%		37.9%

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
	Quarters Ended
	12/31/2008	9/30/2008	6/30/2008	3/31/2008	12/31/2007	9/30/2007
Statement of Earnings
Revenues, net of interest expense	148,316	274,646	392,082	201,196	349,397	334,424
Non Interest Expenses:
Compensation And Benefits	738,506	246,186	277,514	259,951	283,538	183,503
Non-personel expenses	147,138	106,221	100,097	94,502	107,330	95,600
(Loss) / earnings before income taxes and minority interest	(737,328)	(77,761)	14,471	(153,257)	(41,471)	55,321
Income tax (benefit) / expense	(232,173)	(6,090)	4,016	(57,892)	(14,134)	21,608
(Loss)/earnings before minority interest	(505,155)	(71,671)	10,455	(95,365)	(27,337)	33,713
Minority interest in (loss) earnings of consolidated subsidiaries, net	(62,606)	(40,367)	14,840	(34,828)	(3,135)	(5,060)
Net (loss) / earnings	($442,549)	($31,304)	($4,385)	($60,537)	($24,202)	$38,773
Diluted (loss) / earnings per share	(2.41)	(0.18)	(0.03)	(0.43)	(0.17)	0.26
Financial Ratios
Pretax Operating Margin	-497.1%	-28.3%	3.7%	-76.2%	-11.9%	16.5%
Compensation and Benefits / Net Revenues	497.9%	89.6%	70.8%	129.2%	81.2%	54.9%
Effective Tax Rate	31.5%	7.8%	27.8%	37.8%	34.1%	39.1%

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
		Quarters Ended
		12/31/2008	9/30/2008	6/30/2008	3/31/2008	12/31/2007	9/30/2007
Revenues by Source
Equities		79,094	122,465	149,142	138,193	139,248	140,296
Fixed Income & Commodities
	Fixed Income (excluding high yield)
	and Commodities	79,792	56,213	69,499	33,668	36,201	16,502
	High Yield	(92,410)	(61,304)	31,993	(51,676)	(3,225)	(7,387)
	Fixed Income & Commodities Total	(12,618)	(5,091)	101,492	(18,008)	32,976	9,115
	Total	66,476	117,374	250,634	120,185	172,224	149,411
Investment banking		87,183	130,125	109,372	99,207	167,204	189,780
Asset management fees and investment income (loss) from managed funds:
Asset management fees		4,765	3,804	4,758	6,285	6,419	5,369
Investment income (loss) from managed funds		(39,946)	(7,235)	8,721	(34,081)	(12,471)	(11,652)
	Total	(35,181)	(3,431)	13,479	(27,796)	(6,052)	(6,283)
Interest		124,963	209,183	210,540	204,891	328,926	334,056
	Total Revenues	243,441	453,251	584,025	396,487	662,302	666,964
Other Data
Number of Trading Days		64	64	64	61	64	63
Average Employees		2,356	2,403	2,327	2,486	2,521	2,472
Common Shares Outstanding		163,216	163,429	162,121	132,762	124,453	125,657
Weighted Average Shares:
Basic		183,691	173,757	165,694	141,784	140,726	142,822
Diluted		183,691	173,757	165,694	141,784	140,726	155,480
As of December 31, 2008, stockholder's equity amounted to $2.1 billion, resulting in book value of $13.05 per share

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
Shares Outstanding and Shares for Basic and Diluted EPS Calculations
December 31, 2008
			December 31, 2008
Shares outstanding			163,216,038
Note - All share information below for EPS purposes is based upon weighted-average balances for the applicable period.
			Three months ended	Year ended
			December 31, 2008	December 31, 2008
Shares Outstanding (weighted average)		(1)	163,267,240	152,549,234
Unvested restricted stock		(2)	(9,210,668)	(11,427,946)
Vested restricted stock units		(3)	23,942,122	19,576,113
Other issuable shares		(4)	5,691,822	5,465,785
Basic EPS Shares			183,690,516	166,163,186
Stock Options		(5)	26,527	41,583
Mandatorily redeemable convertible preferred stock		(6)	4,105,138	4,099,497
Unvested restricted stock/ restricted stock units		(5)	5,657,968	7,581,613
Diluted EPS Shares *			193,480,149	177,885,878
*	For purposes of diluted EPS in the event of a net loss, only basic shares will be used due to anti-dilution factors
(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