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 21, 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 July 21, 2009, we issued a press release announcing financial results for the second quarter ended June 30, 2009.  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 21, 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:	July 21, 2009	/s/ Roland T. Kelly
		Roland T. Kelly
		Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99	July 21, 2009 press release.

EX-99

Exhibit 99

Jefferies Reports Second Quarter Financial Results

NEW YORK--(BUSINESS WIRE)--July 21, 2009--Jefferies Group, Inc. (NYSE: JEF) today announced financial results for the second quarter ended June 30, 2009.

Highlights for the second quarter ended June 30, 2009:

• Record net revenues, after preferred interest, of $578 million, up 51% from the prior year
• Net earnings to Common Shareholders of $62 million, versus a loss of $4 million in the prior year
• Net earnings per common share (diluted) of $0.30, versus a loss of $0.05 per share in the prior year
• Record fixed income and commodities revenues of $277 million, up 280% from the prior year
• Investment banking revenues of $121 million, up 10% from the prior year
• High yield revenues of $61 million, up 95% from the prior year

Highlights for the first half ended June 30, 2009:

• Record net revenues, after preferred interest, of $925 million, up 53% from the prior year
• Net earnings to Common Shareholders of $100 million, versus a loss of $65 million in the prior year
• Net earnings per common share (diluted) of $0.49 versus a loss of $0.47 per share in the prior year

Conference Call

A conference call with management discussion of financial results for the second quarter ended June 30, 2009 will be held today, July 21, 2009, at 9:00 AM Eastern. Securities industry professionals may access the management discussion by calling 800-954-1051 or 212-231-2901. A one-week replay of the call will also be available at 800-633-8284 or 402-977-9140 (reservation code # 21429096). A live audio webcast and delayed replay can be accessed at www.jefferies.com.

About Jefferies

Jefferies, a major global securities and investment banking firm, has served companies and their investors for more than 45 years. Headquartered in New York City, 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. Jefferies & Company, Inc. is the principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF: www.jefferies.com).

CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
	Three Months Ended						Six Months Ended
	Jun 30, 2009			Jun 30, 2008			Jun 30, 2009			Jun 30, 2008
Revenues:
Commissions		102,527			102,521			204,378			216,172
Principal Transactions		283,175			141,679			435,520			141,733
Investment Banking		120,831			109,372			157,917			208,579
Asset Management fees and investment (loss) from managed funds		556			13,479			519			(14,317	)
Interest		150,599			210,540			252,686			415,431
Other		9,888			6,434			22,460			12,914
Total Revenues		667,576			584,025			1,073,480			980,512
Interest Expense		77,383			191,943			141,330			387,234
Net Revenues		590,193			392,082			932,150			593,278
Interest on Mandatorily Redeemable Preferred Interest of Consolidated Subsidiaries		12,327			9,002			7,024			(11,949	)
Net Revenues, less Mandatorily Redeemable Preferred Interest		577,866			383,080			925,126			605,227
Non-Interest Expenses:
Compensation and benefits		348,207			277,514			561,588			537,465
Floor brokerage and clearing fees		22,280			18,588			37,060			31,536
Technology and communications		37,582			29,478			68,367			60,394
Occupancy and equipment rental		17,751			20,436			34,047			37,693
Business development		9,535			10,978			18,980			23,878
Other		20,183			20,617			33,574			41,098
Total non-interest expenses		455,538			377,611			753,616			732,064
Earnings / (loss) before income taxes		122,328			5,469			171,510			(126,837	)
Income tax expense / (benefit)		48,333			4,016			65,089			(53,876	)
Net earnings / (loss)		73,995			1,453			106,421			(72,961	)
Net earnings / (loss) to Noncontrolling Interests		12,095			5,838			6,184			(8,039	)
Net earnings / (loss) to Common Shareholders		61,900			(4,385	)		100,237			(64,922	)
Earnings / (loss) per Common Share
Basic	$	0.31		$	(0.05	)	$	0.49		$	(0.47	)
Diluted	$	0.30		$	(0.05	)	$	0.49		$	(0.47	)
Weighted Average Common Shares:
Basic		201,902			165,694			202,485			153,739
Diluted		206,027			165,694			202,505			153,739
Effective tax rate		40	%		73	%		38	%		42	%

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
	Quarters Ended
	6/30/2009	3/31/2009	12/31/2008	9/30/2008	6/30/2008	3/31/2008
Statement of Earnings
Net Revenues, less mandatorily redeemable preferred interest	577,866	347,260	186,874	298,751	383,080	222,147
Non-Interest Expenses:
Compensation and Benefits	348,207	213,381	738,506	246,186	277,514	259,951
Non-personnel expenses	107,331	84,697	148,136	106,221	100,097	94,502
Earnings / (loss) before income taxes	122,328	49,182	(699,768)	(53,656)	5,469	(132,306)
Income tax expense / (benefit)	48,333	16,756	(230,283)	(6,090)	4,016	(57,892)
Net earnings / (loss)	73,995	32,426	(469,485)	(47,566)	1,453	(74,414)
Net earnings / (loss) to Noncontrolling Interests	12,095	(5,911)	(29,583)	(16,262)	5,838	(13,877)
Net earnings / (loss) to Common Shareholders	61,900	38,337	(439,902)	(31,304)	(4,385)	(60,537)
Diluted earnings / (loss) per Common Share	$ 0.30	$ 0.19	$ (2.39)	$ (0.18)	$ (0.05)	$ (0.45)
Financial Ratios
Pretax Operating Margin	21%	14%	-374%	-18%	1%	-60%
Compensation and Benefits / Net Revenues	59%	62%	480%	90%	71%	129%
Effective Tax Rate	40%	34%	33%	11%	73%	44%

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
		Quarters Ended
		6/30/2009		3/31/2009		12/31/2008		9/30/2008		6/30/2008	3/31/2008
Revenues by Source
Equities		129,645		102,832		87,054		134,853		165,250	142,551
Fixed Income and Commodities		276,616		203,344		103,890		72,875		72,763	40,295
High Yield		60,907		(7,302	)	(89,096	)	(59,776	)	31,218	(53,061	)
Other		1,638		6,034		-		-		-	-
	Total	468,806		304,908		101,848		147,952		269,231	129,785
Investment banking		120,831		37,086		87,184		130,125		109,372	99,207
Asset management fees and investment (loss) / income from managed funds:
Asset management fees		3,714		3,762		4,765		3,804		4,758	6,285
Investment (loss) / income from managed funds		(3,158	)	(3,799	)	(39,946	)	(7,235	)	8,721	(34,081	)
	Total	556		(37	)	(35,181	)	(3,431	)	13,479	(27,796	)
	Net Revenues	590,193		341,957		153,851		274,646		392,082	201,196
	Interest on Mandatorily Redeemable Preferred Interest of Consolidated Subsidiaries	12,327		(5,303	)	(33,023	)	(24,105	)	9,002	(20,951	)
	Net Revenues, less Mandatorily Redeemable Preferred Interest	577,866		347,260		186,874		298,751		383,080	222,147
Other Data
Number of Trading Days		64		61		64		64		64	61
Average Employees		2,327		2,243		2,356		2,403		2,327	2,486
Common Shares Outstanding		171,927		169,195		163,216		163,429		162,121	132,762
Weighted Average Common Shares:
Basic		201,902		203,310		183,691		173,757		165,694	141,784
Diluted		206,027		203,326		183,691		173,757		165,694	141,784
As of June 30, 2009, common stockholders' equity amounted to $2.1 billion, resulting in book value of $12.45 per common share

JEFFERIES GROUP, INC. AND SUBSIDIARIES
COMMON SHARES OUTSTANDING AND COMMON SHARES FOR BASIC AND DILUTED EPS CALCULATIONS
(UNAUDITED)
				June 30, 2009
Common shares outstanding				171,927,175
	Outstanding restricted stock units			27,274,490
Adjusted shares outstanding				199,201,665
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, 2009		June 30, 2009
Shares Outstanding (weighted average)		(1	)	170,818,847		167,960,819
Unearned restricted stock		(2	)	(842,829	)	(742,039	)
Earned restricted stock units		(3	)	27,356,828		28,603,161
Other issuable shares		(4	)	4,568,851		6,663,420
Common Shares for Basic EPS				201,901,697		202,485,361
Stock Options		(5	)	20,437		19,427
Mandatorily redeemable convertible preferred stock		(6	)	4,105,138		-
Unearned restricted stock/ restricted stock units		(7	)	-		-
Common Shares for Diluted EPS				206,027,272		202,504,788

(1)	Shares outstanding represents shares issued less shares repurchased in treasury stock. Shares issued includes public and private offerings, earned and unearned 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 earned and unearned restricted stock units.
(2)	As restricted stock is contingent upon a future service condition, unearned shares are removed from shares outstanding in the calculation of basic EPS as Jefferies' obligation to issue these shares remains contingent.
(3)	As earned restricted stock units are no longer contingent upon a future service condition and are issuable upon a certain date in the future, earned 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 to settle previously granted restricted stock awards, 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. The conversion of our mandatorily redeemable convertible preferred stock is considered anti-dilutive to our six month EPS results and not included in Diluted EPS shares. If dilutive, the conversion would result in 4,105,138 shares for the six month EPS results.
(7)	No longer included in the calculation of Diluted EPS. Upon the adoption of FSP EITF 03-6-1 on January 1, 2009, unearned restricted stock and restricted stock units are participating securities and included in EPS calculations under the two-class method.

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